Callouts & quotes from 193+ activist slides

"To expose the true nature of BlackRock's argument as entirely pretextual, on the 5th of April 2024, Bluebell Capital Partners has informed BlackRock (see Appendix 1) that it is prepared to withdraw our proposed to amend by-law, subject to the following condition: BlackRock must irrevocably commit to adopting a policy that mandates an independent board chair, effective BlackRock AGM 2025, with the announcement to be made to the market by April 15, 2024."

"We consider the poor functioning of the Board, and the lack of proper oversight to the point of not even acknowledging “Greenwashing” as a specific risk category, particularly alarming: this is especially true when considering that the “Greenwashing” risk has been arguably increased by the numerous statements around ESG personally made over the years by CEO and Chair Mr. Fink, which are inconsistent with BlackRock actual practices"

"We consider the poor functioning of the Board, and the lack of proper oversight to the point of not even acknowledging “Greenwashing” as a specific risk category, particularly alarming: this is especially true when considering that the “Greenwashing” risk has been arguably increased by the numerous statements around ESG personally made over the years by CEO and Chair Mr. Fink, which are inconsistent with BlackRock actual practices"

"BlackRock is a textbook example of bad corporate governance due to an oversized Board (16 directors vs. the S&P500 average of 10.8), low women representation (31% vs. the S&P500 average of 33%), long tenure of directors as a symptom of lack of independence (10 yrs vs. the S&P500 average of 7.8 yrs), low presence of independent directors (81% vs. the S&P500 average of 85%), and above all, a Chairman who is also the CEO (Mr. Fink)."

"Starboard believes that Mr. Lacey’s experience in the senior management of public companies, including service as chairman, president, chief executive officer and corporate vice president, his experience on the boards of directors of public companies, his financial expertise and his direct knowledge of the component manufacturing and camera module business, will enable him to provide invaluable oversight to the Board."

"To expose the true nature of BlackRock's argument as entirely pretextual, Bluebell Capital Partners has informed BlackRock that it is prepared to withdraw our proposed to amend by-law, subject to the following condition: BlackRock must irrevocably commit to adopting a policy that mandates an independent board chair, effective BlackRock AGM 2025, with the announcement to be made to the market by April 15, 2024."

"To expose the true nature of BlackRock's argument as entirely pretextual, Bluebell Capital Partners has informed BlackRock that it is prepared to withdraw our proposed to amend by-law, subject to the following condition: BlackRock must irrevocably commit to adopting a policy that mandates an independent board chair, effective BlackRock AGM 2025, with the announcement to be made to the market by April 15, 2024."

"MSCI's Director Catherine Kinney has been involved with SolarWinds (NYSE: SWI) since its IPO. She served as the Chair of the Nominating and Governance Committee which was responsible for firm-wide risk management and was also a member of the Audit Committee. Spruce Point finds it alarming that the SEC recently charged SolarWinds with fraud for internal control failures."

"We hereby inform you that Bluebell Capital is prepared to withdraw our proposal to amend the Bylaws (Item 6), subject to the following condition: BlackRock must irrevocably commit to adopting a policy – to be effective from BlackRock’s AGM 2025 - that mandates an independent Board Chair, with an announcement to be made to the market by April 15, 2024 to disclose it."

"We hereby inform you that Bluebell Capital is prepared to withdraw our proposal to amend the Bylaws (Item 6), subject to the following condition: BlackRock must irrevocably commit to adopting a policy – to be effective from BlackRock’s AGM 2025 - that mandates an independent Board Chair, with an announcement to be made to the market by April 15, 2024 to disclose it."

"The overlap of administrators, the key contact persons’ use of anta.cn email addresses for communications with the local government, and the shareholding of known associates, insiders, and relatives of the Ding family led us to conclude that Jinan Ruili and Jinan Anchuang are controlled by Chairman Ding and the founding Anta families and are de facto subsidiaries."

"Danimer provided little disclosure of its litigation with Pereira. The limited disclosure is provided in financial statement footnotes (11 & 16 Commitments and Contingencies). There is no mention of the former Chairman and CEO and the filings only mention “the Company terminated a former executive and terminated the Company’s contract with an advisory firm.”"

"With respect, one of the responsibilities of the Senior Independent Director at BP is to “be available to address shareholders’ concerns which have failed to be resolved by the chair, CEO or CFO or for which such contact is inappropriate”, which we believe perfectly describes the current state of the dialogue between Bluebell Capital Partners and BP."

"The need to plan the succession of Mr. Fink, considering potential internal and external candidates and avoiding the risk that the succession process becomes a direct appointment by Mr. Fink of his most trusted lieutenant, makes it extremely urgent to reinstate strong independent oversight within the Board, by separating the roles of Chair and CEO"

"The need to plan the succession of Mr. Fink, considering potential internal and external candidates and avoiding the risk that the succession process becomes a direct appointment by Mr. Fink of his most trusted lieutenant, makes it extremely urgent to reinstate strong independent oversight within the Board, by separating the roles of Chair and CEO"

"Heska Chairman Scott Humphrey's biography says he is a retired executive. It fails to disclose he is a Senior Advisor for a Canadian M&A called advisory firm called Clariti Advisors and a U.S. advisory firm called Sun Acquisitions, creating the potential for future conflicts of interest, as well as a director of two other private companies."

"Lead Independent Director and Nominating and Corporate Governance Committee Chair Sean Aggarwal and Nominating and Corporate Governance Committee member Betsey Stevenson have overseen negative total returns during their tenures, lack financial sophistication based on their track records at Lyft, and support the dual-class share structure."

"Current Mettler investors should be aware of the fact that its long-time Audit Chair, John D. Macomber, also served in audit roles at Xerox Corp and Lehman Brothers. The SEC later charged Xerox with accounting fraud, while Lehman Brothers infamously collapsed due in part to creative accounting that concealed its true leverage."

"Our proposal is not rooted in a mere abstract preference for the separation of the Chair (to be independent) and CEO, disregarding other viable governance structures. Rather, it stems from our specific assessment of the unequivocal failure of BlackRock's governance to provide independent oversight on the company's management"

"Avery’s former Audit Committee Chair (and current member) Peter K. Barker has had an illustrious career. His biography in Avery’s financial filings fails to highlight his role at Stone Energy Corp (“Stone”), a Company that was investigated by the SEC and did a complete financial restatement through the time of his arrival."

"Ancora will vote “AGAINST” Chair George S. Mayes, Jr., Director Javier Polit and Director Laurie A. Tucker at the 2025 Annual Meeting to send a message that the status quo is unacceptable in light of the significant value that has been destroyed and the time-sensitive opportunity currently in front of Forward Air."

"Because of these issues, and the questionable overlapping audit committee chair with NIHD along with prior transaction discrepancies, we strongly suggest that AMT's shareholders and independent Board members scrutinize the transaction, and consider rejecting it, as the incremental risk may outweigh the benefits."

"In Joe Lee’s final public appearance as Darden’s Chairman, he said the following words, which reveal the most critical flaw in Darden’s current mindset – you must be a great restaurant operator to run restaurants that create a great experience while simultaneously generating significant profits."

"We believe investors in GP should take a close look at the company's Chairman, CEO and largest shareholder, Fraser Atkinson, whose track record points not just to an inability to manage the business to its financial targets but to an alarming disregard for his fiduciary duty to shareholders."

"We believe that the ability of the trust to sell stock in a short time frame after being contributed is a red flag, particularly in context of Aerojet’s audit chair resigning, its COO entering into a retention agreement, and IRS and California tax audits being disclosed shortly thereafter."

"As part of our diligence, we spoke with a former senior executive from the early days at Monolithic. His insights about the Board, and notably that the Audit Chairman was asked to leave for “asking questions the CEO didn’t like” that “rocked the boat” should be viewed as a major red flag."

"We have specific concerns around ~$1 billion of revenue booked since 2020 with Frontier Communications (Nasdaq: FYBR), a material customer, which we argue should be evaluated as a related party because Dycom’s long-time CEO & Chairman has a brother that is a named executive at Frontier."

"Given that Kangmei’s ex-Chairman was sentenced to 12 years in prison and the company allegedly overstated its cash balance by $4.3B “using false documents,” we were further stunned to see a 2017 press release from Twist stating that Kangmei Group was actually an investor in the company."

"Without limiting our ability to propose different agenda items, we currently intend to propose resolutions at the AGM removing Bertrand Kan (Chairman), Peter Shore and Alexandra Reich as directors and appoint Jonathan Amouyal (of TCI) as a director and potentially additional directors."

"Note that the announcement states that these farms were designed for beef ranching, which strongly suggests that the farms were never intended to be operated by Huishan, and that the plan all along had been to use Huishan investors’ money to build beef cattle ranches for Chairman Yang."

"Ms. Alvarado served on NewPower's board alongside several notorious Enron executives, including Richard Causey, Enron's Chief Accounting Officer; Ken Lay, Enron's Chairman; and Lou Pai, a key Enron executive who held multiple leadership roles, including CEO of Enron Energy Services."

"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."

"Engine questions how Ms. Moorehead (current Chair) and Mr. Derksen (former Chair) could approve such a statement when they know full well that since calling the Special Meeting, Engine and the Company have been seemingly close to reaching a resolution on more than one occasion."

"Spruce Point sees an inherent conflict if Director Sastry has received funding from Mr. Siebel. Berkley's website says it is an endowed chair.(1) How objective can he be in his decision-making, and will he look out for shareholders' interests ahead of Mr. Siebel's interests?"

"We are concerned that three of Parkland's directors have served on the Board for twelve years or more, including Chairman Jim Pantelidis who has served on the Board for 24 years, and Mr. Spencer and Mr. Bechtold who have been on the Board for 21 and 17 years, respectively."

"As Chair of the Compensation committee for each of the last 3 years, Glass Lewis has recommended that shareholders vote AGAINST Ms. Evans' continued service on the Board of Office Depot and has questioned whether she should even serve on any other public company board."

"Further, appointing Bob Iger as Executive Chairman for 2 years as an outgoing CEO in our view was a very risky corporate governance decision as it set up his successor to fail with the prior CEO constantly watching over their shoulders - this is exactly what transpired"

"With the old CFO Donnelly out in Q4’18, the Chairman liquidating a sizeable holding starting in Feb 2019, the CFO is now referencing difficult comps on a “multi-year stack” basis – terminology we are not familiar with, but which certainly sounds concerning."

"Spruce Point is alarmed that PERI's audit chairman Michal Drayman held multiple financial roles at Lumenis Ltd. during the same period where the CFO and COO were charged with a scheme to fraudulently inflate revenues and misrepresent financial metrics."

"The challenges Southwest faces today are immense: Years of mismanagement by Executive Chairman Gary Kelly and CEO Bob Jordan have caused the Company – and your investment – to decline in value and consistently underperform its significant potential."

"On October 26, 2021, days before his other 10b5-1 stock sale program started, the Chairman & CEO formed the Jagdfeld Giving Foundation for charitable purposes. This certainly makes it appear as if the CEO's stock sales are well intentioned."

"Collectively, our Board nominees are a powerful group of leading executives, chairmen and directors of well-performing industrial companies with the necessary experience and independence to oversee a value-enhancing transformation of GCP."

"Spruce Point is alarmed by the recent pattern of MSCI's investments and alliances which appear to financially benefit members of MSCI, Morgan Stanley and former Morgan Stanley executives in the sphere of CEO and Chairman Henry Fernandez."

"Southwest’s Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"Southwest's Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"Southwest's Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"Southwest's Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"We question how AMT’s towers can be positioned to capture incremental growth when, according to their President, CEO, and Chairman, the vast majority of their towers are not located where the people generating the increased demand are."

"The role of the CEO is to run the company. The role of the Board is to provide independent oversight of the CEO. Therefore, in general terms, there is an inherent conflict of interest for a CEO to act as her/his own oversight as Chair."

"Alan Lindsay was UEC’s Chairman of the Board and large shareholder who was granted practically free equity. His son Oliver Lindsay is a convicted stock fraudster who served time in prison. CEO Adnani is related to the Lindsay family."

"It's official: Vivendi is Vincent Bolloré's family fiefdom. Shareholders can come along for the ride, but they must accept the risk that the chairman -- and largest holder with a 14 percent stake -- puts his interests before theirs."

"UEC’s Chairman of the Board does not put on his biography his prior role at C3 Energy (ultimately becoming C3.ai) which we believe has become the poster-child and case study of promotional, speculative, and serial AI disappointment."

"Colin Whitehouse is listed as the Chairman of CSC. However, Mr. Whitehouse’s LinkedIn page indicates that Mr. Whitehouse is a non-executive chairman of CSC and that he apparently does not even work at the joint venture full-time."

"On behalf of Ancora’s clients, the destruction of value at Forward Air since 2023 by Chair George S. Mayes, Jr., Director Javier Polit and Director Laurie A. Tucker requires Ancora to attempt to remove the problematic directors."

"Spruce Point finds it highly unusual that all its executive officers serve at the discretion of the Board except the Financial Controller and Chief Accounting Officer, who serves at the discretion of Chairman and CEO Farrell."

"Enfusion's Audit Chairman was the Chief Accounting Officer and Controller at General Electric when the SEC slammed it with a $200 million penalty for misleading investors related to costs, receivables and financial estimates."

"Rather than constructively engage with shareholders over legitimate concerns, the Board instead chose to hastily remove four committee chairs and appoint three new directors, two of whom lack public company board experience."

"Mr. Peltz has more than 40 years of business and investment experience, has served for over 20 years as the chairman and chief executive officer of public companies and has served on more than a dozen public company boards."

"We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/ president post."

"Mr. Kasich would be a valuable addition to the Board given his time serving as the 69th Governor of Ohio and as a member of Congress from central Ohio for 18 years where he was also Chairman of the House Budget Committee."