Callouts & quotes from 1,420+ activist slides

"Leadership cannot hide behind recent defensive maneuvers and the veil of improved governance. Elanco needs Board and management changes to ensure accountability and deliver a long-term, multi-year turnaround."

"If we let the incumbent Board members and management team continue in their ways, we believe Olive Garden may become the next Red Lobster...an iconic American brand destroyed by Darden’s Board and management"

"Harvey's unparalleled executive, advisory and public board experience restructuring, refocusing and turning-around struggling enterprises will allow him to provide unprecedented perspective to the Hess Board"

"We believe Huntsman asked Ms. Lin to join the Board during settlement discussions with Starboard earlier this year because of her vast operating experience and knowledge of specialty chemicals and materials."

"If we let the incumbent Board members and management team continue in their ways, we believe Olive Garden may become the next Red Lobster...an iconic American brand destroyed by Darden’s Board and management"

"Other pictures corroborate our observations, the docking ports are unused, and the large exterior container is filled with only a few cardboard boxes. No evidence of the necessary raw materials was observed."

"Spruce Point has a track record with InnerWorkings, which was co-founded by TEM’s CEO and run by a TEM board member. We also have a track record with another promotional AI company touting big partnerships."

"Darden's recent Bylaw amendments and the Board's decision to ignore shareholders and sell Red Lobster underscore the Company's disregard for shareholder interests and call into question the Board's motives."

"Considering shareholders' concerns regarding the proposed transaction, including whether a thorough review process was undertaken, we immediately call on the Board to put the spin-off to a shareholder vote."

"The limited commentary Weis provides investors suggests everything is great. The Board even declared 2017 a year of “financial and operational success” → Spruce Point’s forensic analysis suggests otherwise."

"While Starboard’s fee simple rental assumptions appear reasonable, attributing $75 million of rent to ground leases with less than 20 year terms (on a fully extended basis) is highly unrealistic in our view"

"We express concerns with the backgrounds and business relationships of management, the Board, and shareholders to individuals charged with market manipulation by the Australian regulator (ASIC) and the SEC."

"Notably, the fee was last reduced below 25% in 2003 and remained below that threshold for four years. However, since 2007, the Board has consistently opted to charge the maximum fee of 25% to the Exchange."

"In light of these challenging circumstances and considering their fiduciary responsibility to policyholders, the Board took action on December 11, 2002, announcing a reduction in the management fee to 24%."

"We believe that, if elected, Ron’s extensive academic and real world experience as an independent board chair would ensure fair process, fair dealing, and diligent care for the benefit of all shareholders."

"We believe both the Board and the Nominating and Corporate Governance Committee (“Nom & Gov” or the “Governance Committee”) have proved unwilling or incapable of addressing seemingly obvious interconnects."

"Trian believes Mr. Myers' qualifications to serve on DuPont's Board include the knowledge and experience he has gained while serving in various management positions for over 35 years with General Electric."

"The only viable explanation for the Series A Financing is a shameless and utterly transparent attempt to entrench the Board and ward off activist stockholders willing to challenge the troubling status quo."

"Trian believes Mr. Myers' qualifications to serve on DuPont's Board include the knowledge and experience he has gained while serving in various management positions for over 35 years with General Electric."

"Despite the obvious potential fit, the board presumably dismissed the transaction to entrench itself, as Midstates publicly stated they would be open to replacing the board with shareholder representation."

"Indeed, the “poison pill” announced on July 3 indicates that this Board feels it needs protection from the Company’s owners, rather than to earn their support. It is tantamount to an admission of failure."

"Indeed, the “poison pill” announced on July 3 indicates that this Board feels it needs protection from the Company’s owners, rather than to earn their support. It is tantamount to an admission of failure."

"Indeed, the “poison pill” announced on July 3 indicates that this Board feels it needs protection from the Company’s owners, rather than to earn their support. It is tantamount to an admission of failure."

"These actions – and in particular the adoption of the “poison pill” – demonstrate how profoundly out of touch Southwest’s Board has become with shareholder sentiment and with the reality of the situation."

"Indeed, the “poison pill” announced on July 3 indicates that this Board feels it needs protection from the Company’s owners, rather than to earn their support. It is tantamount to an admission of failure."

"The Board and management have failed to optimize Parkland's profitability by allowing its expenses to grow faster than its gross profit from 2019 to 2023, which is the opposite of what peer companies did."

"Mr. Clyburn would be a valuable addition to the Board given his extensive legislative and regulatory experience (with a focus on the railroad industry) stemming from his 30-year career in Washington, D.C."

"Indeed, the “poison pill” announced on July 3 indicates that this Board feels it needs protection from the Company’s owners, rather than to earn their support. It is tantamount to an admission of failure."

"Indeed, the “poison pill” announced on July 3 indicates that this Board feels it needs protection from the Company’s owners, rather than to earn their support. It is tantamount to an admission of failure."

"We have submitted this proposal to give shareholders the opportunity to stand up for their rights and to communicate to the Board that the time for News Corp’s dual-class share structure has long passed."

"Throughout his career, Mr. Wilson has worked with companies as an investor, a Board member, and an advisor, to address capital allocation strategies and to substantially enhance operational efficiencies."

"Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation..."

"If any members of the Board had knowledge of these serious issues for longer than what is implied in the Company’s recent disclosures, we believe those directors should immediately resign from the Board."

"The Board does not appear to have addressed excessive turnover in key operational roles. We believe shareholders are concerned that instability in key roles, particularly operations, hampers performance."

"In December 2017, after a contested proxy contest where Trian received the support of leading proxy advisory services, ISS and Glass Lewis, P&G announced that Nelson Peltz would be appointed to its Board"

"Despite this length of time, these Board members only own 26,073 shares outright, or 0.12% of the outstanding, and four of the board members own 0 shares outright, despite their long tenure on the Board."

"Between that line and a few that followed, McLoughlin threw the board under the bus and with that, we don't see how Chairman [Les] Vinney and a few other directors can continue serving as board members."

"Ms. Jamison's experience in handling financial and technical turnaround challenges together with her high level, strategic insight at the governance level, make her an excellent candidate for the Board."

"This transparent act of entrenchment by the Board should not go unchecked and we believe indicates a clear need for common stockholders to strongly unite with a louder voice to protect the stockholders."

"Trian's nominees – Nelson Peltz and Jay Rasulo – are experienced and aligned with shareholders. Our nominees will bring an "ownership mentality" into the boardroom to focus on the following initiatives:"

"Trian's nominees – Nelson Peltz and Jay Rasulo – are experienced and aligned with shareholders. Our nominees will bring an "ownership mentality" into the boardroom to focus on the following initiatives:"

"Trian's nominees – Nelson Peltz and Jay Rasulo – are experienced and aligned with shareholders. Our nominees will bring an "ownership mentality" into the boardroom to focus on the following initiatives:"

"Trian's nominees – Nelson Peltz and Jay Rasulo – are experienced and aligned with shareholders. Our nominees will bring an "ownership mentality" into the boardroom to focus on the following initiatives:"

"This new Board composition has resulted in the same type of consolidation of power under the new Chairman, Richard Hill, that became problematic under the leadership of former Chairman, Robert Boehlke."

"Arconic's reactive governance changes - after we launched our proxy contest - serve as an admission of guilt, in our view, and we believe the current board will not necessarily follow through as needed"

"Ms. Henry and Mr. Kirsch both served on the Board of Cleveland-Cliffs through 2014, where they overlapped for 4+ years and also faced shareholder pressure, which culminated in significant board change."

"FMCN made a string of six small acquisitions in the internet advertising space. These acquisitions were near total losses for FMCN, but benefitted businesses associated with certain FMCN board members."

"As a whole, management and the Board have little at risk at CHD – owning a pathetic 2% of the stock. As the share price has accelerated to new highs, no insiders have bought, and selling is increasing."

"We recap below the events and main points which we believe justifies our conviction that the Chairman (Helge Lund) of the Board and the Lead Independent Director (Dame Amanda Blanc) should be removed."

"Spruce Point believes the bear case against FND is validated from recent disclosures by the CEO, General Counsel and Chairman of the Board, all of whom recently enacted insider stock selling programs."

"Management noted on its market announcement post the AFR article that it was unaware that one if its major clients had cancelled their contract, as staff from their subsidiary did not alert the board!"

"It is clear to us that the Timken Family’s influence over the Board substantially impairs Timken’s willingness to seriously explore proposals that are in the best interest of unaffiliated shareholders"

"Ms. Atkins would be a valuable addition to the Company's Board given her extensive executive leadership, corporate governance and operations experience in the transportation and technology industries."

"Despite c.30% of shareholders supporting our unique proposal to address capital allocation issues at last year's AGM, the current Keisei Board and Management team have ceased to engage with Palliser."

"Given that the Fitch Group’s chairman has sat on Casino’s board since 2003, and that Mr. Naouri is on the board of the controlling shareholder of Fitch, how is it appropriate that Fitch rates Casino?"

"We find it incomprehensible that the dismal operating and financial performance that occurred under Mr. Poling's leadership would warrant a decision by the Board to appoint him as Executive Chairman."

"Since the Board announced its intended promotion of Mr. Shaw to CEO, Norfolk Southern has only changed for the worse and shareholders have only suffered, as evidenced by an objective review of data."

"Otherwise, in our opinion, the supervisory board commits a breach of duty of care for which its members are liable to the company pursuant to Sections 116 and 93 of the German Stock Corporation Act."

"Under the failed oversight of the Board’s ESG Committee, Huntsman has reactively made a carbon neutral pledge and an unfulfilled promise of TCFD reporting in order to appease institutional investors"

"Shareholders expect the Board to expedite the sale process and capitalize on expressions of interest – especially since Forward Air already has multiple private equity firms in its shareholder base."