"We believe a $200M reduction in operating expenses would drive potential stock prices of ~$28-$32 (up 24-41%) and should be embraced by management and the board as a prudent and value-maximizing step for the Company"
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"Our nominees will ask the right questions in the boardroom that we believe are not currently being asked due to the many interrelationships between the current Board members and AOL's Chairman and CEO Tim Armstrong."
"I can now unequivocally say that Tessera is better off with Starboard's involvement and greatly appreciate the professionalism with which Starboard approached the board transition and overall stewardship of Tessera."
"I can now unequivocally say that Tessera is better off with Starboard's involvement and greatly appreciate the professionalism with which Starboard approached the board transition and overall stewardship of Tessera."
"Starboard believes Mr. Bornak's extensive experience as a CFO of both private and publicly traded companies, as well as his strong operational experience will enable him to provide invaluable oversight to the Board."
"Spruce Point believes that Zebra needs a refresh at the Board level. We are concerned that 50% of the Board has been entrenched for over a decade with Directors Maniere and Smith having served for over two decades."
"At Trian’s consumer investments where Nelson Peltz has served on the board, margin improvement coincided with sales growth, often due to reduced bureaucracy, greater accountability, and a faster moving organization"
"Elliott indicated that it is open to collaborating with the Board on a path forward, but absent alignment Elliott intends to move expeditiously to give shareholders a direct say on the necessary leadership changes."
"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."
"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont's independent directors explain why that is? Trian's nominees will seek to ensure that the board holds management accountable."
"Rather than constructively engage with shareholders over legitimate concerns, the Board instead chose to hastily remove four committee chairs and appoint three new directors who largely lack public board experience"
"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."
"Since January 2012, DuPont has provided nine different versions of 2011 EPS. Can DuPont’s independent directors explain why that is? Trian’s nominees will seek to ensure that the board holds management accountable."
"Mr. Barber would be a valuable addition to the Board given his extensive executive leadership, corporate governance and strategy, audit and finance experience in the shipping, logistics and supply chain industries."
"The fact that each independent director signed off on a letter full of purposefully misleading statements and accusations has made us more certain than ever that significant change is needed on Phillips 66's Board."
"Elliott indicated that it is open to collaborating with the Board on a path forward, but absent alignment Elliott intends to move expeditiously to give shareholders a direct say on the necessary leadership changes."
"We expect the Board to respond promptly and on a public basis to our formal shareholder proposal by confirming by no later than 6PM JST on 26 April 2024 that the Advisory Resolution will be added to the AGM agenda."
"Starboard believes Mr. Stout’s deep knowledge of the intellectual property industry, his role in the success of NTP, and his extensive legal experience will enable him to provide invaluable oversight to the Board."
"The Board wants to highlight the general uncertainty or the risks around the funding environment to scare shareholders. But if that's the case, why is Veritas comfortable levering the business to around 7x EBITDA?"
"To stem the panic, authorities adopted a currency board and a USD peg. While the initial workings of the currency board were basic, the strength of the USD and the simplicity of the currency board made it credible"
"Oasis’ candidates bring distinctive skills in key areas – ranging from digitalization and finance to cosmetics, health & beauty and marketing – without compromising any of the incumbent Board’s areas of expertise."
"The technician stated that the consumable is packaged in corrugated cardboard, which TransMedics allegedly would not allow technicians to open prior to an organ being accepted – placing cost of goods above safety."
"We believe that Perrigo is deeply undervalued and significant opportunities exist to create value for the benefit of all shareholders based on actions that should be within the control of management and the Board."
"As Phillips 66 acquired midstream assets at dilutive multiples, and management and Board focus has shifted away from refining, underperformance vs. Phillips 66's core peers (Valero and Marathon), has accelerated."
"Spruce Point is wary of companies which grant board seats to well-known and well-connected politicians with limited or no experience in the company's industry (e.g. Theranos, Kior, Waste Management and WorldCom)."
"As Phillips 66 acquired midstream assets at dilutive multiples, and management and Board focus has shifted away from refining, underperformance vs. Phillips 66's core peers (Valero and Marathon), has accelerated."
"Agrium's board failed to address obvious issues – such as disclosure and capital return – until publicly challenged to do so, and has spent significant shareholder capital to avoid discussing the remaining issues"
"Extending Mr. Iger's contract, shortly after stating it was initially for two years, has given investors another reason to question the Company's succession process and the Board's overreliance on one individual."
"We believe the Board should ensure that a core part of Disney’s strategy is a focus on delighting its Parks guests – as Disney continues to charge a premium price, it must ensure it is providing a premium service"
"As Phillips 66 acquired midstream assets at dilutive multiples, and management and Board focus has shifted away from refining, underperformance vs. Phillips 66's core peers (Valero and Marathon), has accelerated."
"We believe the Board should ensure that a core part of Disney’s strategy is a focus on delighting its Parks guests – as Disney continues to charge a premium price, it must ensure it is providing a premium service"
"Spruce Point is equally as concerned by the leadership chosen to support and oversee CEO Conroy, with multiple executives and Board members associated with companies that had financial restatements and scandals."
"If the Board cannot oversee accurate and effectively disclosed Operating Ratio guidance related to the current reporting period, shareholders are unable to trust its Operating Ratio guidance for the years ahead."
"The Board should immediately form a Special Committee of independent directors with its own independent legal counsel and financial advisor to protect the independence and confidentiality of their deliberations."
"Extending Mr. Iger's contract, shortly after stating it was initially for two years, has given investors another reason to question the Company's succession process and the Board's overreliance on one individual"
"This is a crucial time for Sony Technologies to capitalize on growth opportunities. A dedicated management team and Board of Directors would increase likelihood of achieving targets laid out at 2019 Investor Day"
"Now is the time for Crown Castle’s Board to exercise greater prudence in capital allocation, recalibrate the fiber strategy and deliver the shareholder returns befitting its premier shared infrastructure assets"
"Darden's directors have overseen an average underperformance of 153% during their tenure on the Board, and the four that are running for reelection performed even worse, with an average underperformance of 186%"
"We believe the two variable sources of consideration (CYH stock and CVR payment) would be enhanced by the involvement and oversight of the Fresh Alternative Board and an engaged Alvarez & Marsal management team"
"Wall Street analysts have expressed enthusiasm for the quality of Starboard’s director nominees, and seem to believe they will be incredibly valuable in helping the Company improve accountability and execution."
"We believe Huntsman asked Ms. Lin to join the Board during settlement discussions with Starboard earlier this year because of her strong commercial experience in end markets that are highly relevant to Huntsman"
"Wall Street analysts have expressed enthusiasm for the quality of Starboard's director nominees, and seem to believe they will be incredibly valuable in helping the Company improve accountability and execution."
"Darden's directors have overseen an average underperformance of 153% during their tenure on the Board, and the four that are running for reelection performed even worse, with an average underperformance of 186%"
"After working with Elliott, Marathon Petroleum's Board and management acted decisively to create a more focused and efficient organization. Marathon stock has dramatically outperformed its peers since mid 2019."
"The Board set a 2015 Adj. EBITDA target for management LOWER than the Company’s 2014 Actual EBITDA despite management telling shareholders that the Company was “on track” to soundly beat its $2.0 billion target"
"Wall Street analysts have expressed enthusiasm for the quality of Starboard's director nominees, and seem to believe they will be incredibly valuable in helping the Company improve accountability and execution."
"Wall Street analysts have expressed enthusiasm for the quality of Starboard's director nominees, and seem to believe they will be incredibly valuable in helping the Company improve accountability and execution."
"Yes. About the speed, it's theory. When we negotiated with HBOP, we negotiated for some time about the order of a corrugating medium paper machine. Later they changed their order to a kraft board paper machine."
"Shareholders should be asking whether a board truly interested in good governance would spend more time attacking practical ideas to achieving de-staggering than actually finding solutions to achieve this goal."
"The majority of Keisei’s incumbent Board are insiders, led by a tenured President, Toshiya Kobayashi. Within the outside director cohort, both ISS and Glass Lewis have flagged significant independence concerns"
"Our independent and highly qualified nominees have the right skills and experience to help the Board hold McDonald's accountable and establish realistic targets, verify progress and meet stated ESG commitments"
"Our independent and highly qualified nominees have the right skills and experience to help the Board hold McDonald's accountable and establish realistic targets, verify progress and meet stated ESG commitments"
"We believe Ms. Penrose's disappointing record as Chair of the SCR Committee and lack of relevant animal welfare, supply chain and labor practices expertise warrant her removal from the Board and SCR Committee."
"We believe that Ms. Ogilvie’s substantial business experience and financial background coupled with her extensive experience serving as a director of public companies make her a valuable addition to the Board."
"Under the failed oversight of the Board’s ESG Committee, we believe Huntsman has reactively made a carbon neutral pledge and an unfulfilled promise of TCFD reporting in order to appease institutional investors"
"The facts an circumstances surrounding the acquisition of Passport Food Safety Solutions ("Passport") in March 2018 are highly suspicious. Notably, a key Executive and Board member departure ahead of the deal."
"In plain English, HMA management could have missed EBITDA guidance by 9%—and EPS guidance by 26%—and they still would have delivered on 100% of the internal Board and Management plan for incentive compensation"
"In order to begin addressing the operational issues raised throughout this letter, we believe Commvault should immediately initiate a comprehensive operational review (the “Operating Review”) led by the Board."
"Based on the evidence we have collected, we are deeply concerned that the Board seems to be deliberately acting against the interests of shareholders, local communities, and potentially even the UK Government."
"We believe Ms. Penrose’s disappointing record as Chair of the SCR Committee and lack of relevant animal welfare, supply chain and labor practices expertise warrant her removal from the Board and SCR Committee"