Callouts & quotes from 515+ activist slides

"According to BlackRock, it is in the best interest of their clients (and the market) that an over-boarded Director is not appointed to the Board (BCP concurs). However, the very same Director was endorsed by BlackRock to the Board as the sole Director representing their clients (and the market). With the additional consideration that this very same Director was first appointed to the Board at the 2020 AGM as a representative of the controlling shareholder! This is a joke!"

"Earthworx also connects GFL, Mr. Dovigi and Director Dino Chiesa, to Gordon Churchill of Port Perry. Mr Churchill, in addition to Mr. Villa, were both referenced as directors/owners of Earthworx. Gordon pleaded guilty in June 2007 to charges of production of a controlled substance, unauthorized possession of a firearm and misconduct by peace officer. Gordon’s son Nick Churchill follows Villa’s Campus Auto on Instagram. Nick Churchill was also sentenced to prison."

"Over the course of his nearly two decades as an institutional investor, Mr. Loeb has developed a sophisticated understanding of how to create and unlock long-term value for shareholders. As Chief Executive Officer of the Company's largest shareholder, Mr. Loeb would advocate vocally for stockholders' interests if elected to the Board. For these reasons, we believe Mr. Loeb is exceptionally qualified to serve as a director of the Company."

"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."

"We are conducting this election contest now during the pendency of the OfficeMax Merger because we strongly believe it is in all shareholders’ best interests to reconstitute the Board with new, highly qualified directors that have the requisite skill-sets and experience to dramatically improve the operations of the business and transform the Company for the future, whether as a stand-alone or merged company."

"Despite Heska raving about the Biotech Labs team, we could find only six employees on LinkedIn, and only two of those have a recent, relevant scientific background. When we called the corporate phone number, only six employees are listed in the directory, and that excludes two with LinkedIn profiles claiming current employment. Biotech’s Twitter account has been suspended for violating Twitter Rules."

"In the prospectus, ANTA states that both Mr. Su Weiqing and Ms. Wang Shuying were “Independent Third Parties” and that “save for being the shareholders of our current and past distributors, ... Mr. Su Weiqing [and] Ms. Wang Shuying have no relationship with our Group, our Directors or senior management, our shareholders or their respective associates”. This statement is another lie."

"GlobalOnePay Inc was a named division and legal entity of Pivotal Payments Inc. and is still listed as “Active” according to Texas state filings with CEO Fayer as Director and President. We see from Texas legal filings that on April 5, 2016 it assumed the name of Fifth Manhattan, for which it is conducting business. The form was signed by a former legal counsel of Pivotal Payments."

"Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”) request that the Board of Directors of the Company (the “Board”) grant an exemption under the Rights Agreement (the “Exemption”) from the Ownership Limit allowing for the acquisition or ownership of outstanding Common Shares by Elliott of up to 14.9% the outstanding Common Shares (the “Exemption”)."

"The other three members of Intuit's Audit Committee also raise eyebrows. While we don't question the accomplishments of Directors Burton, Dalzell, and Yuan in their respective fields (legal, technology, and engineering), we do believe Intuit's Audit Committee could be strengthened by the addition of executives with more extensive auditing and financial management expertise."

"The original statement made in the prospectus that “save for their role as distributors… Mr. Su Weiqing or Ms. Wang Shuying having no relationship with our Group, our Directors or senior management, our shareholders or their respective associates aside from being a distributor” is clearly contradicted by representations to the media and the information in the SAIC files."

"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."

"Avery talks up its stock ownership policy that requires Directors and management to own minimum amounts of stock. However, what it doesn't say is that AVY insiders own just 1.1% of the total shares, and their overall ownership has declined materially in the past few years as we believe the business has become less competitive and under greater financial pressures."

"Spruce Point has identified many red flags as it relates to Aerojet’s meteoric share price appreciation since 2017. Its significant EBITDAP growth without corresponding cash flow growth should be evaluated relative to recent executive and director departures, along with heavy insider selling, a civil DOJ inquiry, and disclosure of federal and state tax audits."

"Warning: From the earliest time of inception in 1986, the entity described as a "Joint Venture / Partnership Manufacturing" has listed as its Officers and Directors all of CHD’s key executives at the time including its CEO, CFO, Treasurer, and General Counsel. If this is truly a 50/50 joint venture as CHD describes, why is Occidental not represented here."

"Once again, we urge Glencore’s Board of Directors to take all the necessary steps to (1) separate the thermal coal business, in order to accelerate Glencore’s repositioning as a leading pure player in metals, which are at the very core of the green economy transition, and (2) undertake a review of the strategic options for Glencore’s holding in Viterra."

"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."

"Notwithstanding that Vivendi nominees Anna Jones and Camilla Antonini declared their independence in the candidacy papers, it is our opinion that such independence is doubtful, since they both resigned from their former position in the board — together with other directors — to accomplish what Elliott believes to be a pro-Vivendi oriented outcome."

"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."

"We believe the Board's actions and preference for the status quo make it clear that the Board needs direct representation for common stockholders and new independent directors who will bring fresh perspectives, true independence, and a renewed sense of accountability to the Company, while putting the interests of common stockholders first."

"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."

"Under the new M&A guidelines, the special committee could choose its own separate independent financial advisor to come up with unbiased valuation opinions if the committee is concerned about the independence of the target company's financial advisor, according to Shinpei Ochi, deputy director of Meti's corporate system division."

"The mere existence of this Committee: threatens to represent an unwelcome influence on the Board of Director committees; threatens to diminish the role of the Board of Directors; threatens to diminish the role of the Lead Independent Director; raises serious questions about the true independency of the “Independent Directors”."

"The mere existence of this Committee: threatens to represent an unwelcome influence on the Board of Director committees; threatens to diminish the role of the Board of Directors; threatens to diminish the role of the Lead Independent Director; raises serious questions about the true independency of the "Independent Directors"."

"they might push you and say, well, I think this liver is fine, you should use it... they are pushy...they’re a pushy company...they will say ‘I think this liver is going to work...I think it’s usable...you should use it...it’s their medical director, Attia...they lose the money...so they try really hard not to lose organs.”"

"Oasis's proposals are additive only and are not calling for shareholders to oppose any incumbent directors; we believe there is benefit in having a larger board, like sector peers, allowing for the addition of specialized expertise while retaining existing directors to ensure continuity and stability for shareholders."

"Kao’s external directors are under-skilled with the relevant expertise to oversee a turnaround and overseas growth rollout in the Company’s core consumer products division. However, three of them suddenly developed new skills in the past twelve months to fill out the board skills matrix – including Global expertise."

"The Audit Committee of the Board of Directors concluded that the Company has a material weakness in its internal control over financial reporting as of September 30, 2019 and December 31, 2019 related to a design deficiency in the Company's review controls over unusual or non-recurring and significant transactions."

"A vote for Trian’s nominees is a vote for a minority slate of four directors with extensive operating, strategic, and financial experience and a history of generating long-term shareholder value – individuals committed to working collaboratively with the continuing directors to achieve the great potential of DuPont"

"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."

"The Board of Directors concluded that none of these candidates possess the relevant board and management experience, expertise and engagement expected of the Company's Outside Directors, and that these candidates would not contribute to the effectiveness of the Board and the enhancement of the corporate value."

"At DuPont’s 2013 Investor Day, management was not transparent about reducing margin targets, suggesting that reduced margin targets were correlated to the accounting change. Were DuPont’s independent directors aware of this? Trian’s nominees will seek to ensure that the board holds management accountable."

"At DuPont's 2013 Investor Day, management was not transparent about reducing margin targets, suggesting that reduced margin targets were correlated to the accounting change. Were DuPont's independent directors aware of this? Trian's nominees will seek to ensure that the board holds management accountable."

"At DuPont’s 2013 Investor Day, management was not transparent about reducing margin targets, suggesting that reduced margin targets were correlated to the accounting change. Were DuPont’s independent directors aware of this? Trian’s nominees will seek to ensure that the board holds management accountable."

"Spruce Point believes it is time for significant change at Kratos (Nasdaq: KTOS). Based on our research suggesting abysmal financial and compliance failures leading to a recent criminal conviction of a senior Kratos Director, we are calling for the resignation of its CEO Eric Demarco and CFO Deanna Lund."

"We intend to vote all of our shares against the proposals related to the proposed acquisition, and, should the transaction be voted down by shareholders at the Company’s upcoming Special Meeting of Shareholders scheduled to be held on April 12, 2019, we have also nominated a slate of director candidates."

"Disney's non-management Directors comprise current and former CEOs of some of the largest companies in the world, but they collectively own only ~$15 million of Disney stock – representing just 0.008% of Disney's shares outstanding and much of which was received as Director's fees paid in Disney shares"

"Disney’s non-management Directors comprise current and former CEOs of some of the largest companies in the world, but they collectively own only ~$15 million of Disney stock - representing just 0.008% of Disney’s shares outstanding and much of which was received as Director’s fees paid in Disney shares"

"Other surgeons provided alarming examples suggestive of coercion and concealment of adverse information about organs - by senior TransMedics management, notably Magdy Attia, the “Medical Director” and Chief of the Liver Program - who, we repeat, appears to be unlicensed to practice medicine in the US."

"We seek to safeguard shareholder value by giving shareholders an opportunity to vote on resolutions (the “Resolutions”) which, if passed in their entirety, will immediately: (i) remove seven directors from the Capricorn board... (ii) appoint as directors six highly qualified, independent candidates."

"There are still several current directors and members of management who oversaw and approved some of Disney’s worst corporate governance and strategic failures, including overpaying for the Fox acquisition, the expanding streaming losses, and “over-the-top” compensation packages granted to Bob Iger"

"With shareholder's and sell-side analyst's constant focus on 1) real estate and 2) share price, we believe the Board's approval of executive package with no relationship to these two inputs demonstrates a complete breakdown of Director accountability to shareholders, the true owners of the Company"

"In a meeting dated on or around 16th February 1998 between inter alia Mr. Guido Ferrando, a Director of the 1st Plaintiff and Mr. Wilson Kam, a manager of the Defendant, the Defendant produced a schedule entitled "Freight Calculation for Gaoyao Project" setting out the amounts it claimed to owe."

"With the resignation of the Fortress Directors, the tone of management regarding real estate has changed FROM openly supportive of unlocking value for shareholders TO expressing a desire to own it - this is despite a substantial increase in healthcare real estate values over the past two years"

"We believe directors sit on a board to represent the interests of shareholders. In our view, the corporate governance and nominating committee should heed the voice of shareholders and act to remove directors not supported by shareholders or correct the issues that raised shareholder concern."

"In the end, it is admittedly difficult to propose a deal that satisfies both the shareholders of the target company and those of the buyer and it is equally difficult to propose a deal that will displease them all: Glencore's Board of directors seems to have succeeded in this remarkable task."

"According to BlackRock, it is in the best interest of their clients (and the market) to have one Board seat instead of three, in a Board composed of seventeen directors, sixteen of which appointed by a controlling shareholder via multiple voting shares (1:10) with only a 10% economic interest"

"We are working with these director candidates, along with a group of advisors and one of the leading operationally-focused consulting firms, to develop a turnaround plan for Darden that will put performance on par with well-performing competitors and create substantial value for shareholders."

"According to BlackRock, it is in the best interest of their clients (and the market) to have one Board seat instead of three, in a Board composed of seventeen directors, sixteen of which appointed by a controlling shareholder via multiple voting shares (1:10) with only a 10% economic interest"

"In situations where a company has generated long-term outperformance, such a long-tenured Board might be accepted by the investor community, but given the sustained share price underperformance at Cognizant, we believe directors with new experiences, skills and perspectives would be welcome."

"While adding a new independent director to the Board is a step in the right direction, we believe his appointment was merely reactionary and an attempt to win the support of another shareholder in this election contest and likely would not have been done were it not for the pending contest."

"Spruce Point has concerns about financial relationships and flows of payments between C3, its CEO's foundation, two directors and its sales partners. Spruce Point asks C3 to clarify the nature of the relationships and economic value proposition to C3 shareholders with enhanced disclosures."

"Mr. Terino’s depth of experience serving as CEO, CFO, COO, and a director of public and private companies in the technology and eCommerce industries, together with his substantial expertise in finance, restructuring, and corporate governance, makes him well qualified to serve on the Board."

"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."

"While we admire Director Geller’s entrepreneurship and acknowledge that microcap investing is a high-risk venture, we find instances where companies that Director Geller’s Leonite Capital funded were the subject of litigation, allegations of bad faith and SEC investigation or charges."

"It seems to us as if the Compensation Committee (having no Fortress Directors) waited until after the resignation of the Fortress Directors to disclose that it did not use any of information the compensation consultant provided to benchmark Andy Smith’s compensation as incoming CEO"

"The board of directors are ultimately responsible for setting strategy, driving execution, and holding management accountable for performance. If the board is not aligned with peer standards, neither will be strategy and performance. Thus, "A Better Kao" starts with a better board."

"We have serious concerns with the Company's management of the formal review of strategic alternatives it announced on November 30, 2015, only a month after a consent solicitation was launched by a dissident seeking to remove and replace four of the incumbent directors on the Board"

"The Company's opposition to Proposal 6 indicates that its current Board does not truly wish to have all Phillips 66 directors elected annually, and that it would instead prefer to continue enjoying the protections that a staggered Board provides against shareholder accountability."