Callouts & quotes from 1,420+ activist slides

"The independent directors of DuPont, who own very little stock (collectively ~$20mm in shares(1)), have repeatedly failed to hold management accountable for missing its publicly stated financial targets; it is time for an "ownership mentality" in the Boardroom"

"Independent proxy advisor Glass Lewis, citing Phillips 66’s (NYSE: PSX) underperformance and poor governance, recommends that shareholders support Elliott’s case for urgent change by voting for board nominees Brian Coffman, Sigmund Cornelius and Michael Heim."

"Over the past 11 months, we have attempted to engage privately, many times, with the Board to improve the Company's strategy, governance and capital allocation – but our efforts to work collaboratively have been met with obstruction and threats of litigation"

"In the decade ending 2012, HMA, under the direction and guidance of substantially all of the sitting Board, delivered <1% total shareholder value while investors in the Hospital Group and the S&P garnered an 39% and 99% total shareholder return, respectively"

"Campbell's incumbent Board of Directors ("Board") has overseen a series of strategic and operational blunders over many years that have driven extreme underperformance in Campbell shares (19% total shareholder return vs. 306% for S&P 500 over last 20 years)"

"The TICO Board and SC ultimately capitulated by recommending a Revised TOB price of ¥18,800 per share - only ¥200 / +1% more than the price that, just days before, they considered wholly insufficient and had "significantly deviate[d]" from their expectation"

"Disney has a much better “hand to play” than its peers to weather any disruption... but Disney's response to a changing landscape was ill-conceived and reactive... in large part because the Board disincentivized management to act – paid execs $1bn since ‘13"

"The fact that Bob Chapek was abruptly fired five months after the Board unanimously agreed to extend his contract by three years suggests the Board lacks a robust CEO succession process and completely misread the state of Disney’s & Bob Chapek’s performance"

"The Board's actions to freeze-out and isolate the two independent and highly respected industry executives elected last year is highly concerning and demonstrates a Board that is entrenched and not interested in hearing or considering independent viewpoints"

"The cumulative damage to shareholders’ interests must now be stopped and the BEA board needs to finally focus on delivering proper value for BEA shareholders, by conducting an auction process to explore the scope for a sale of BEA at an appropriate premium"

"The Board of Directors shall establish and publish a capital allocation plan (hereinafter, the “Plan”) by 31st December 2024 to facilitate a growth-oriented investment strategy and a balanced return to shareholders to enhance the Company’s corporate value."

"Given an expanded board it is necessary to raise the cap to accommodate the salaries for new external directors on a proportional basis, Oasis is therefore seeking to expand the current pay structure in line with an expanded board on a proportional basis."

"Ms. Lin’s significant leadership experience as a senior executive in both the hybrid chemicals and broader industrials industries, coupled with her considerable experience serving on public company boards, would make her a valuable addition to the Board."

"Ms. Lin’s significant leadership experience as a senior executive in both the hybrid chemicals and broader industrials industries, coupled with her considerable experience serving on public company boards, would make her a valuable addition to the Board."

"Even more concerning, it appears that the Board chose to withhold material information from shareholders ahead of the nomination deadline in order to preserve the status quo and insulate the incumbent directors from a potential challenge by shareholders."

"While we were satisfied that FMCN was double-counting the LCD 2.0 Digital Picture Screens to make its reported LCD network screen count, we had not caught FMCN's admission that it needed to count over 30,500 cardboard posters in order to make its number."

"This level of Board change without meaningful improvement for shareholders means something deeper is wrong. Shareholders should not be fooled into believing that additional Board refreshment under Mr. Proud's watch will result in a corporate turnaround."

"It is time for shareholder voices to be heard that the status quo is no longer tolerable by electing two highly – qualified directors – Charles Elson and Jonathan Litt – to the Taubman Board at the Company's upcoming 2017 Annual Meeting of Shareholders."

"Prior to Starboard's first public letter to the Company on December 21, 2011, AOL's stock price had materially underperformed both the broader equity markets and its Peer Groups over almost any measurement period since its spin-off from Time Warner Inc."

"We respectfully ask BP's Board of Directors to consider the following six actions: (i) remove medium-term Scope 3 targets (reduction of 10-15% by 2025; 20-30% by 2030) and qualify 2050 target (Net-Zero) as a target to be reached 'in line with Society'."

"Given these conflicting financial interests, how can we, as shareholders of NHI, be expected to trust that these individuals will be able to represent our best interests in the boardroom, particularly as it relates to negotiating the NHC lease renewal?"

"we remain incredulous at the mere possibility that the Board could interpret the regulations enacted in January 2024 in such an unreasonable and potentially abusive manner, that could be viewed as a means to circumvent the proper authorization process."

"Help Phillips 66 (NYSE: PSX) realize its potential for best-in-class operating performance and corporate governance by voting the GOLD card FOR Elliott’s highly qualified board nominees and its proposal to move to annual elections for all board seats."

"The same cast of characters that keeps popping up as lead investigators for Nevro’s studies, and as some of its highest volume implanters, also has a knack for topping its OpenPayments leaderboard, which appears to consist mostly of…speaking payments."

"Mr. Feld's experience as an active stockholder, board member, and expert in capital markets and corporate governance practices, as well as his knowledge of intellectual property licensing, will enable him to provide invaluable oversight to the Board."

"In this instance, given the long record of falling short and the deep loss of confidence in Southwest’s leadership among shareholders and other constituents, it is simply untenable for the same Board and management team to continue to lead Southwest."

"In this instance, given the long record of falling short and the deep loss of confidence in Southwest’s leadership among shareholders and other constituents, it is simply untenable for the same Board and management team to continue to lead Southwest."

"In this instance, given the long record of falling short and the deep loss of confidence in Southwest’s leadership among shareholders and other constituents, it is simply untenable for the same Board and management team to continue to lead Southwest."

"Gregg Saretsky reflects on his journey through the airline industry, from working as a flight attendant and gate agent in college to serving as the president & CEO of WestJet, and how his experiences would add value to Southwest's Board of Directors."

"Mr. Goff’s more than 40 years of experience includes nearly three decades at ConocoPhillips (Phillips 66’s predecessor company), nearly a decade as CEO of refiner Andeavor (formerly known as Tesoro), and service on the Exxon Mobil Board of Directors."

"We advocate for a strengthened senior management and Board composition that is both attuned to the demands of the consumer goods industry and equipped to steer Kao to fully capitalize on its market opportunities and lead in the consumer goods sector."

"In this instance, given the long record of falling short and the deep loss of confidence in Southwest’s leadership among shareholders and other constituents, it is simply untenable for the same Board and management team to continue to lead Southwest."

"In this instance, given the long record of falling short and the deep loss of confidence in Southwest’s leadership among shareholders and other constituents, it is simply untenable for the same Board and management team to continue to lead Southwest."

"We believe Leidos should write down the value of the business as impaired, and the Board should immediately terminate CEO Krone and CFO Reagan for abysmal due diligence failures, and misrepresenting the financial outlook of the business to investors."

"In this instance, given the long record of falling short and the deep loss of confidence in Southwest’s leadership among shareholders and other constituents, it is simply untenable for the same Board and management team to continue to lead Southwest."

"Mr. Gallogly’s significant operating, financial, and environmental management experience as a senior executive within the chemicals industry, as well as his significant public company board experience would make him a valuable addition to the Board."

"Consistent with a pattern of delusion that includes pretending that TSR and operating performance have been excellent, Arconic’s board claims to “value” good governance practices. Reality: the Company has been a corporate governance house of horrors"

"AS FELLOW PHILLIPS 66 SHAREHOLDERS, WE NEED YOUR HELP TO MAKE THIS VISION A REALITY – PLEASE SIGN AND RETURN THE GOLD CARD TO PUT OPTIMISTIC OPERATORS LIKE BRIAN ON THE BOARD AND CREATE A STRONGER, MORE VALUABLE PHILLIPS 66 FOR ALL OF ITS INVESTORS."

"AS FELLOW PHILLIPS 66 SHAREHOLDERS, WE NEED YOUR HELP TO MAKE THIS VISION A REALITY - PLEASE SIGN AND RETURN THE GOLD CARD TO PUT OPTIMISTIC OPERATORS LIKE BRIAN ON THE BOARD AND CREATE A STRONGER, MORE VALUABLE PHILLIPS 66 FOR ALL OF ITS INVESTORS."

"Mr. Gallogly’s significant operating, financial, and environmental management experience as a senior executive within the chemicals industry, as well as his significant public company board experience would make him a valuable addition to the Board."

"We believe the board and management’s aggressive disregard for shareholder rights, consistent missteps, lack of a cogent strategy, and inability to deal with the legacy Miss Lime assets have kept the stock from trading closer to its intrinsic value."

"The key role of a board member is to appoint management, to set, together with management, a clear strategy with defined goals and metrics, and to hold management accountable for effecting that strategy. The oversight role of the board is critical."

"We believe Hess has great assets but is mismanaged. It is a public company that should be run for all Shareholders but has been held captive by a CEO and Board that are apparently unwilling to take an objective, clear-eyed look at their own record."

"If the Board and management are preventing a value maximization process based on their belief that the stock is undervalued, why aren't we seeing insiders buying? In fact, we are seeing insiders (including CEO Bob Espey) consistently selling stock."

"We believe Mr. Garden’s demonstrated record of strong operating experience and his network of significant institutional relationships can be utilized for the Company’s benefit and makes him extremely well qualified to serve on the Company’s board."

"the fundamental challenge is dollars per kilogram," and by that metric, it simply costs a lot more to launch a single small rocket with a single small satellite than it does to launch a single large rocket bundling many small satellites aboard it."

"There are doctors in the landscape with a lot of influence who are completely corrupt who are on board with Saluda. And they will corrupt people with Saluda. They own stock and options in Saluda and have consulting contracts. Saluda is everywhere."

"Starboard believes Mr. Cwynar’s experience as the former chief executive officer of a semiconductor product and licensing company, as well as his technology and engineering background, will enable him to provide invaluable oversight to the Board."

"Target’s board decided not to transfer credit risk in a credit card transaction, despite Pershing Square’s repeated requests. In 2008, Target’s credit card operating profits fell 65% predominantly due to increased credit risk and bad debt expense"

"Our criticism of FND's deficient disclosures extend to its Board relationships and related party dealings. For example, despite Peter Starrett serving on both the Boards of Floor & Decor and Boot Barn, FND fails to disclose that it sells to BOOT."

"...however, Elliott believes that BMC's significant underperformance is due to a deficit on the Board of relevant and timely experience in Enterprise Software, emerging business models ("SaaS" and "Cloud"), and critical skillsets (Large Cap, M&A)"

"Mr. Riedel's extensive knowledge of the technology industry and intellectual property licensing, as well as his significant leadership experience as a senior executive and a public company director, makes him well qualified to serve on the Board."

"Informed by the online reviews from anonymous current and former employees on Glassdoor, we believe the Board’s lack of diversity has permeated throughout the Company, resulting in broader issues which exacerbate the Company’s cultural problems."

"On March 29, 2022, DY appointed Ms. Carmen Sabater to the Board and she serves on the Finance and Compensation committees. Her biography notes that she was the Controller of MasTec Inc. (NYSE: MTZ) from 1994 – 2000 and CFO through January 2002."

"In the circumstances, we believe that the best way forward is for you, the members of the Capricorn Board, to immediately withdraw your recommendation for the Proposed Merger and instead to initiate a transparent and meaningful strategic review"

"the behavior we are witnessing is a clear indication of an unsophisticated and self-interested board focused on self-preservation and apathetic to external viewpoints, even when these opinions are provided by the Company’s largest shareholders."

"To fulfill these duties, the UNP Board must address eight years of staggering underperformance and immediately make a change in leadership. It is imperative for the Board to pair the best railroad in North America with the best leadership team"

"A 2018 shareholder proposal to declassify PPG’s Board received overwhelming support (99% of votes cast in favor), but insufficient voter turnout resulted in the proposal’s failure... a greater effort should be made to reach retail investors(1)"

"Spruce Point believes the voting control paired with exceptionally long tenured directors has effectively turned the Company's Board into a "good old boys club"; four of Zillow's seven independent directors have been on the Board since 2005."

"Unanimous support: At Phillips 66 (NYSE: PSX), leading independent proxy advisors Institutional Shareholder Services, Glass Lewis and Egan-Jones support Elliott's case for change, greater accountability and highly qualified board candidates."