Callouts & quotes from 61+ activist slides

"Management goes to great lengths to convince investors that they’re transparent and respond to investor feedback on more disclosure. However, their statements about being “open to the conversation” seem hallow and their attempts to justify failing to do so (“candidly, I’m not quite sure how much more detail we could provide“) suggests they’re unlikely to increase transparency meaningfully."

"There's already evidence that Porch is failing to meet its financial objectives. The Company claimed it would complete the transaction with $205m of cash and no debt. Yet, it ended up with more cash than projected, but its debt balance is still claimed to be $40m in Porch's investor presentations. This figure is actually contradicted by Porch's 2020 10-K to be $50.8m(1)"

"We believe it's time for Stryker's failing business strategy to end. The Company needs to take a hard stance that management's blunders are no longer acceptable and that it's time to reposition Stryker from a growth by terrible acquisition story, to one committed to internal investment, fixing cost bloat, improving manufacturing inefficiencies, and returning capital."

"If cross-selling has been such a major component of management's growth plan, then why is the Company failing to capture a greater share of customer wallet? PowerSchool contracts we were able to obtain show that in most cases, PowerSchool's share of school district budgets stays flat and even declines as a percentage of a school district's operating budget."

"Spruce Point believes that Xylem's digital ambitions are failing, in part, due to its lack of commitment to growth capital spending. We observe that software spending growth is declining and not exceeding its amortization. We also observe that in the quarter before closing Evoqua, Xylem made its first software impairment in more than two years."

"The key point to note is that in the 2003 Annual Report, TRE began disclosing that it needed to conduct business through authorized intermediaries due to lack of proper licensing, while failing to disclose that in the fourth quarter of the year, it was winding down an existing WFOE that had the business scope to do the business."

"The extraordinary deficiencies in Muddy Waters' "proof" and "analysis" – including presenting information for the wrong customer, failing to investigate and report publicly available information, and failing to make follow-up inquiries with CCME – naturally casts doubt both on their capabilities and/or their objectivity."

"We believe the Company’s stock price underperformance versus both peers and the broader market indices is due to consistently poor financial performance, a lack of credibility from repeatedly failing to deliver on commitments to shareholders, and a history of problematic governance that fails to demand accountability."

"In many cases, Carvana has delivered vehicles in dangerously poor condition, and has hidden the fact that a vehicle has been in an accident. Note that, depending on the state, failing to disclose that a used vehicle has been in an accident constitutes dealer fraud."

"We believe MSCI is a classic case of a struggling company failing to transform itself while engaging in value-destructive (and even worse nepotism-like) acquisitions and share repurchases with abusive financial reporting and accounting tactics to bolster earnings."

"Therefore, the logical consequences of not making yourself available (without good reason) are that (1) you are failing to fulfil your duties as a Senior Independent Director, and (2) you risk sending a concerning message about your level of independence."

"Allied recorded its $20 million debt investment in Startec Global Communications at cost throughout 2001 and even increased its investment in the company in June 2001 by an additional $15 million despite significant evidence that Startec was failing."

"Therefore, by failing to adjust for the impact of Voalte, management was able to report core growth of 6% rather than 4% - a significant swing for a key metric which management has trained analysts to use to evaluate the health of the business."

"By baking gains from disposals of fixed assets into its “Purchase of property and equipment” line, management is presenting a superficially deflated capex figure, and hiding it by failing to disclose that they are presenting net capex."

"Mid-trial study adjustments which expand the sample size are a red flag and predictive of a flop, as they suggest that the study is failing to show statistical significance and using a larger n to fish for a smaller effect."

"We have no idea how CSTE can spend so little on its CAPEX; but we can hazard a guess. We believe maintenance is down because production is down, either that or CSTE is failing to maintain its machines in good order."

"The outside directors have overseen persistent capital allocation failings, dismissed shareholder concerns, and failed to ensure basic checks and balances on management - rendering their ongoing tenure untenable"

"Though one can find convenient examples for buybacks and dividends being bad for the share price, failing to return excess cash in the face of a low multiple usually depresses share price and valuations further."

"Not only are analysts overestimating Penumbra's future blended market share across neurovascular aspiration thrombectomy types, but they are failing to account for the sub-segment dynamics within aspiration."

"We believe insiders have orchestrated a brazen scheme to artificially inflate DV’s share price by selling and obscuring an international growth narrative that is failing while they rapidly unload stock."

"Spruce Point believes Stryker's $3.1 billion levered acquisition of Vocera Communications is another example of it overpaying for a low quality business while failing to do adequate due diligence."

"Mr Harwood KC submitted that the Developer fell short of its duty of candid disclosure in failing to explain to the Court how, internally, it calculated the capacity of the proposed solar farm."

"SPI alleges FIGS made exaggerated representations regarding its products' antimicrobial properties, at times failing to definitively respond to requests for scientific support for its claims."

"Not surprisingly, there have been many attempts to displace the Kroll process with a few making it to the pilot plant stage, but all failing to achieve scalability and widespread adoption."

"Spruce Point believes the earnout structure allowed Evoqua to book Adjusted EBITDA and earnings for a transaction where management implied a high probability of failing to meet targets."

"Lasertec is secretive - typical of frauds - failing to provide basic disclosures typical of ASML, KLA, and others such as the number of tools sold by EUV vs. DUV, ASP's, or segment mix."

"Spruce Point has major concerns with PERI's highly promoted new SORT® product. Based on our analysis, the customer count is not adding-up. Is Perion failing to disclose lost customers?"

"Rather than show continued core growth contraction in Q3 FY19, management was able to show steady to expanding core growth by failing to adjust for the impact of recent acquisitions."

"Huntsman has the HIGHEST CEO base salary despite being one of the SMALLEST companies in the Proxy Peer set and failing to achieve its 2014, 2016, and 2018 Investor Day commitments"

"It is unfortunate that you have wasted one and a half years failing to reposition the Company to take advantage of the long-term growth opportunities in transition metals."

"One of Nevro’s biggest implanters had about 300 Nevro devices implanted and he didn’t know that they were all failing because the reps were fielding all the patient calls."

"Spruce Point warns that PERI's advertising publisher counts don't make sense. While they report new publishers, they are potentially failing to disclose lost publishers."

"This Management team has responded to its challenges with a victim mentality – blaming the external environment while failing to control expenses or hold market share"

"We believe investors buying LSPD at 23x and 47x 2022E sales and gross profit are failing to see the titanic competitive shifts happening in its business and industry."

"We believe drastic action is needed NOW because we fear that failing to replace Jeff Jacobson as CEO could inevitably result in the loss of our entire investment."

"Zebra's leverage is rising as it has made expensive bets on acquisitions which we will demonstrate are of low quality and are failing to meet lofty expectations."

"TAL’s related party disclosures generally fail to provide required detail. Opacity is the friend of fraud, and in this case is a failing on the part of Deloitte."

"The Board has impugned its credibility on ESG by failing to deliver on its commitment to eliminate the usage of cruel gestation crates in its supply chain"

"It is possible that RUN intends its financings to transfer this obligation to ABS investors or, failing recoverability there, the unsuspecting homeowner."

"We believe Xylem may have misrepresented revenue dis-synergies by failing to disclose and quantify intercompany sales and competitive product overlap."

"As it turns out, it appears the last priority of acquisitions became the top priority and REZI has levered up while failing to return capital."

"Several KOL’s indicated that doctors who deny the existence of explants do too few implants per year to notice or care that they’re failing."

"We Believe Saputo’s Aggressive Global Expansion Through M&A Is Failing, Transparency Is Declining, And Financial Stress Is Mounting"

"Over ~25 years, Hill-Rom managed to destroy Germany's top two premier hospital bed brands, failing to learn from previous missteps."

"Spruce Point believes Stryker's recent large acquisitions of public companies either are failing, or likely to fail."

"Spruce Point believes that current financial data providers are, at a minimum, failing to capture operating leases."

"Remove a management team that has a proven track record of failing to bring cost-savings to the bottom line"

"Relationship Too Close With PwC, An Auditor Slapped With Dozens of Lawsuits For Failing To Catch Fraud"

"Failing to allocate a portion of the purchase price to these cases results in higher ROICs and IRRs."

"Kao is failing to effectively convert its large R&D spend into products that customers want to buy."

"The Revised TOB very substantially undervalues TICO and is fraught with governance failings"

"BHP – a first-class portfolio, which is failing to deliver optimal value for shareholders"

"Beiersdorf made the decision to replace existing management who were failing to deliver."

"Canadian National has been failing to meet its objectives under current leadership"

"TCS is yet another example of management failing to achieve its targets"

"Huntsman has a track record of failing to deliver on its commitments."

"Huntsman has a track record of failing to deliver on its commitments."

"Huntsman has a track record of failing to deliver on its commitments."

"Huntsman has a track record of failing to deliver on its commitments."

"Failing to reform the GSEs will impose significant costs on society"