Callouts & quotes from 3,339+ activist slides

"We believe Procept’s premium valuation is unjustifiable. While some market participants may reference robotic surgery pioneer and market leader Intuitive Surgical (ISRG) to support Procept’s multiple, we believe a comparison of the two companies makes any such rationalization misguided."

"If shareholders do not see progress soon, then we believe it would be incumbent upon the Board to take more substantive actions to ensure that the value of the Company is maximized. We believe these actions should include potential management changes and exploring a sale of the Company."

"Engine believes that following strong Q4 results, HMHC stock would have traded at or above $19.50 per share, implying the Veritas offer represents an insufficient premium of 7.7% instead of the 36% premium the Company is advertising based on an artificial low point tied to a media leak."

"Given INOD’s precarious liquidity position and limited access to capital, the PR-driven rise in its share price, and the significant amount of insider sales in the last nine months, we believe a highly dilutive equity raise at a significant discount to its current share price is likely."

"We believe Evoqua and Xylem have misstated their interconnectedness. Evoqua CEO Keating said that Xylem was never a competitor, but more of a partner. Yet, his own employment agreement listed Xylem as a restricted enterprise and Xylem listed Evoqua as a competitor in its Annual Report."

"It is crucial, Elliott wrote, that the Board understand that Southwest’s leadership has already lost the trust of its shareholders, and that shareholders simply do not believe this Board and management team are capable of devising and executing a bold new plan to turn around Southwest."

"BR promotes itself as a “Global Fintech Leader”. But in reality, we believe at least 40% of its revenues are tied to mundane, low-valued added business process outsourcing (BPO) activities such as printing and distributing business statements, some of which carries literally no margin."

"We find it hard to believe that within 34 days, the property went from an empty piece of land to a complete set of buildings, and thus have to assume that the $312,500 was the valuation of the land plus buildings, which implies that IIPR purchased the property at a significant premium."

"It is crucial, Elliott wrote, that the Board understand that Southwest's leadership has already lost the trust of its shareholders, and that shareholders simply do not believe this Board and management team are capable of devising and executing a bold new plan to turn around Southwest."

"Current investors are paying a premium to the Company’s historical valuation. In addition, we believe the fundamental valuation of Aerojet is substantially higher than it appears given numerous off-balance sheet liabilities being ignored by the market and diminishing revenue programs."

"This means one of two mutually exclusive possibilities is true: a) ONP churns and burns its customers and miraculously finds new ones to make up for the lost volume (plus 62.5%); or, b) that ONP is lying about its sales volumes to these customers (which is the possibility we believe)."

"While US$6.0 million and 34 towers normally would not be a material amount for a company of AMT's size, we strongly believe that in light of the US$250 million discrepancy in the Site Sharing transaction, the transactions with NIHD should be closely examined for possible impropriety."

"We believe that Mr. Smith’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable addition to the Board."

"2U is the highest valued “Cloud based SaaS” company. 2U is currently priced for perfection and we believe the stock will re-rate as downward estimate revisions come to fruition as well as the realization that the EBITDA margin profile will never mature similar to its SaaS peer group."

"We believe that Mr. Smith’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable addition to the Board."

"In August 2022, Zillow positioned the higher stock-based compensation as a one-time/off-cycle “retention action”. However, we believe Zillow has few options but to continue to grow stock-based compensation as it now makes up a significant piece of its employee compensation structure."

"Spruce Point believes that PLUG cannot issue equity or raise debt fast enough to support its current restricted cash build - and, therefore, cannot continue to support customer leases through operating-type leasebacks, the source of the Company's recent "inflection" to profitability."

"Spruce Point believes it is extremely bearish that Generac’s Chief Marketing Officer (who was also named President of the new Energy Technology organization) resigned in Feb 2022, shortly after the CEO claimed he and his team were “incredibly bullish” on Generac’s long-term outlook."

"Spruce Point believes current sell-side analyst price targets are wildly optimistic. The consensus estimate projects 74% upside to Generac’s share price. Almost 90% of its stock promoters have a “Buy” recommendation or equivalent. 11% are “Hold” and not a single analyst says “Sell”."

"We believe that auto-oriented analysts are much more likely to understand Carvana as a business than are tech or business services analysts, and believe that their lower valuations, while still excessive on the whole, are likely better-informed than those of their tech counterparts."

"We believe the Transaction presents the Company's stockholders with a compelling opportunity to realize a substantial cash premium to the trading price of their shares and/or to retain an ongoing equity interest in the next stage of the Company's evolution alongside Pershing Square."

"Spruce Point believes there is significant downside to Nuvei’s share price as the Company is overvalued on all financial metrics, and should trade at best in-line with peer valuations, and at worse a material discount to reflect the numerous concerns we’ve documented in our report."

"Spruce Point observes a concerted effort by Avery over the years to provide less and less disclosure to investors. Notably, we see omission of six (6) key disclosures that directly affect revenue drivers. We believe this bolsters our concern that organic revenues may be overstated."

"With the aligner printing software space finally attracting innovators which are addressing historical shortcomings among in-house 3D printing software, Spruce Point believes that one of the major bottlenecks prohibiting more widespread in-house aligner printing is set to collapse."

"Spruce Point believes that investors should be concerned by AMR's recent auditor dismissal of KPMG in favor of RSM in 2020. The change doesn't appear to be arbitrary. Rather we find a sequence of events leading up to the change that suggest there were problems at the Company being."

"Spruce Point believes that Bloomberg is emerging as a powerful new player in the ESG and Climate space and that MSCI is aware of this by now disclosing it as a competitor. Bloomberg offers a comprehensive suite of analytics under the ESG function for public equities that it tracks."

"Sixteen executives were indicted, pleaded guilty, and/or were convicted as part of the Medical Manager fraud. We believe Schlanger, Anevski, and Livingston were practically the only executives involved in M&A and finance activities that were not implicated or charged in the scheme."

"If Val-gan can grow organically at a high single-digit rate as Valeant management projects, and management can invest the company’s free cash flow in new acquisition targets at historical rates of return, then we believe management can achieve its goal of 15%-20% annual EPS growth"

"We believe there are buyers interested in acquiring a package of all or a significant portion of Darden's real estate at a highly attractive valuation, and that those buyers would not be interested in purchasing real estate from New Red Lobster at a similarly attractive valuation."

"PGNY has failed to meet fertility benefit revenue expectations set when it went public. However, the rapid adoption of the pharmacy benefit by existing customers has offset those misses. Importantly, we believe there is little juice to squeeze from pharmacy adoption going forward."

"Spruce Point believes that acquisitions have brought between $10-25M in incremental inorganic sales per quarter to Verint through the last three years. Acquisitions could generate another $125M in inorganic sales through FY20 even if management conducts no further M&A during FY20."

"We do not believe the Audit Committee is made up of truly independent directors. For instance, according to Chinese filings, the Chairman of QTT's Audit Committee, Li Feng (李峰), appears to be a 12% shareholder of one of QTT's most significant undisclosed related party advertisers."

"We believe that Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to the Board."

"To combat these issues and improve the value proposition for customers, we believe it is time for the Company to take the first step towards implementing a multi-price point strategy and begin a wide-scale market test of additional price points in its Dollar Tree bannered stores."

"We do not believe the current Board’s proposed slate, which includes 4 incumbent directors who have overseen massive shareholder value destruction and appalling corporate governance practices, has the operating record or shareholder-friendly mindset required to turn around Darden"

"We believe Tempus's decision to change its billing practices by separating DNA and RNA sequencing into distinct CPT codes raises ethical concerns, as the Company is now charging more for what is essentially the same procedure it historically performed under a single billing code."

"We do not believe the current Board’s proposed slate, which includes 4 incumbent directors who have overseen massive shareholder value destruction and appalling corporate governance practices, has the operating record or shareholder-friendly mindset required to turn around Darden"

"Because of the substantially lower risk of predicting lots sales in mature MPCs (it is effectively inevitable, although subject to macro factors in the short term), we believe one should use very low discount rates to discount future cash flows from lot sales in HHC’s mature MPCs"

"We believe that Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to the Board."

"Spruce Point generally likes the BPO space tied to the digital company, but believes there are better horses to bet on with more attractive relative value and lower risk. Specifically, Spruce Point favors Concentrix and Majorel and is long both securities, while being short TASK."

"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience."

"We believe these revenue streams in total (interest on term loans, float revenue, financial supplies, royalties, and revenue-sharing income) could total nearly $600 million over the next year. Simply valuing this revenue properly at 1x yields 3% downside for Intuit's stock price."

"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience."

"Spruce Point believes there is significant downside risk to Xylem’s share price as its premium multiple is reconsidered by institutional investors in the face of abandoning its 2025 targets and the Evoqua acquisition at both an extreme valuation and under troubled circumstances."

"Elliott has engaged Mr. Lawson as a consultant on its investment in Arconic and believes that Mr. Lawson should be a leading candidate to become the Company’s CEO, as he has the ideal set of skills needed to turn around Arconic’s woefully and continually underperforming business"

"We believe Edgewater's Board and management team cannot be trusted as stewards of the Company or to complete proper due diligence on any future transaction considering they failed to discover fraudulent and illegal activity within the Company's second largest acquisition to date"

"We believe that the this image is maintained in part by the ambiguity of the Company, which makes it difficult for analysts and investors to dig into the business critically without doing a good deal of homework, and thus limits the amount of pushback that management might face."

"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience"

"If our plan is implemented by the company and just the core business is fixed (with no additional improvement in the value of the Alibaba and YJ stakes), we believe that Yahoo's stock would trade about $60/share or more than $30/share higher than the plan advocated by Starboard."

"If our plan is implemented by the company and just the core business is fixed (with no additional improvement in the value of the Alibaba and YJ stakes), we believe that Yahoo's stock would trade about $60/share or more than $30/share higher than the plan advocated by Starboard."

"If our plan is implemented by the company and just the core business is fixed (with no additional improvement in the value of the Alibaba and YJ stakes), we believe that Yahoo's stock would trade about $60/share or more than $30/share higher than the plan advocated by Starboard."

"Based on Australian filings, PBH Australia’s revenue growth is slowing. This would contradict management’s prior comments regarding the growth opportunity in the region, lead by well-positioned brands and acquisitions. We believe PBH may be stretching to deliver on its promises."

"Part of the growth story is that CLEAR can expand its network effect proposition beyond the airport into other venues such as sporting events. However, we don't believe this upside case has legs and the Company even retracted claims about its second local network effect in 2024."

"Spruce Point believes that Evoqua made potentially misleading statements by dismissing sales concerns about Mar Cor, while continuing to increase the earnout asset value, an implicit reflection that it expected to receive the earnout back from its failure to meet sales targets."

"We find evidence that Califia Farms is aggressively price promoting its new Oat Milk as incentives to gain share. We believe it's only a matter of time before Oatly is faced with the reality it too will need to lower prices in order to stimulate growth and protect market share."

"If the objective of the Meetrics acquisition was to scale in Europe and deepen relationships, we believe that would be hard to accomplish given numerous sales executives departing DV post-acquisition. We could identify only one sales executive out of five that is still with DV."

"APi is a credible national competitor to Cintas that offers a full suite of safety solutions including engineering, design, installation, inspection, repair and monitoring. We believe Cintas offers a narrower range of services, and does not do the more lucrative repair business"

"As we read IonQ’s presentations, we noticed that the claims are stunning and in large font, yet the slides look like the SPAC version of an illustrated children’s book – stuffed with make-believe hockey sticks on seemingly every other page and futuristic conceptual renderings."

"We believe that if our nominees are elected they can help oversee the execution of this plan and the Company can realize $300 million in profit upside over consensus EBITDA estimates, leading to a clear path to achieving $4.00 or more in earnings per share in the coming years."

"However, we believe that unadjusted EBITDA and unadjusted earnings are far more accurate measures of Hill-Rom's profitability, as these restructuring and acquisition-related charges are effectively recurring and/or capitalized costs for an M&A-driven business such as Hill-Rom."