Callouts & quotes from 315+ 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."

"In light of our issues with various acquisitions (including: purchases from owners embroiled in litigation, limited deal costs and, unexplainable and quick post-acquisition financial improvement at Smart2Pay and SafeCharge), we find it curious that Nuvei recently added a new Risk Factor warning about information received from targets, and that it has not independently verified the accuracy or completeness of information received."

"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)."

"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."

"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."

"Our interactions with a significant quorum of other shareholders holding BHP shares worth tens of billions of US$ have revealed extremely broad and deep-rooted support for pro-active steps to be taken by management to achieve an optimal value outcome for BHP’s petroleum business following an in-depth, open and timely independent review, with full disclosure of the review results"

"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."

"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."

"According to the independent expert report (set out in full in the Appendix), valuing the OLC stake in Keisei’s balance sheet on a mark-to-market basis, reveals that (1) Keisei’s true equity to asset ratio is nearly double its peers; and (2) its ROE has consistently averaged just 0.6% over the last 5 years, a fifth of that achieved by Keisei’s peers"

"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"

"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"."

"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"

"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."

"Recent data from the National Bicycle Dealers indicate a substantial decline of independent bike dealerships. Meanwhile, using iconic Harley Davidson as a proxy for motorcycle demand, we observe that sales fell for a fifth year in a row as the it struggles to find new buyers, and has its own electric bike debut."

"As an immediate first step, we call on management and the board to initiate an in-depth, open and truly independent review of BHP’s petroleum business, to be overseen by a committee which includes management, shareholder representatives and outside experts, with full disclosure of all results on a timely basis"

"As an immediate first step, we call on management and the Board to initiate an in-depth, open and truly independent review of BHP's petroleum business, to be overseen by a committee which includes management, shareholder representatives and outside experts, with full disclosure of all results on a timely basis"

"Karl's significant experience transforming independent E&P companies and operating a global portfolio of conventional and unconventional assets, as well as his track record of value creation across exploration, production, midstream, marketing and private equity will add significant value to the Hess Board"

"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."

"Independent Board representatives that will: Run a process to hire the best CEO and executive team, Set proper performance targets and incentivize and compensate management appropriately, Monitor and review the performance & strategy of the new leadership team, Hold the new leadership team accountable"

"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."

"While developing a chip rather than licensing HDClear may or may not be the right answer over time, we believe it is critical to have independent Board members who can assess the risk-reward of each option with an open mind, so that HDClear has the highest chance of success over the long term."

"Based on Peng's employment at the consolidated Sprandi subsidiaries of the ListCo, his sale of similarly named entities to ANTA, and his role in ANTA Capital, where he led an ANTA delegation to scout our new factory locations, Henan Ruili appears to be a captive, not an independent supplier."

"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."

"The internet is littered with websites promoting their “best” or “top” pest control companies. Not all rankings are necessarily independent, and many are advertising supported. However, upon a recent review we found five out of six rankings promoting Terminix as the best overall company."

"A lot of these products are being acquired strictly as a financial tool and we are leaving both entities separate and independent. And it's almost like in a very loosely speaking terms, I would say that instead of becoming an integrated supply chain team, it's more of a holding company."

"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."

"It is deplorable that BlackRock, as an industry leader and potential standard setter, fails to recognize that a director who has been on a board for over ten years (or longer) has compromised independence significantly, regardless of whether they are classified independent or not"

"Starboard along with its independent directors stabilized a terribly mismanaged business and laid out a credible plan to improve financial performance, which ultimately resulted in a successful and value enhancing sale of the company to a highly complementary strategic acquiror."

"Most of the Company's independent Directors have been on the Board for at least 8 years (average/median tenure of approximately 9 years), and rather than being "agents of change," they have overseen the Company at a time during which it has significantly underperformed its peers"

"The U.S. Preventive Services Task Force (USPSTF), an independent body that works closely with the Department of Health and Human Services, as well as the ACC/AHA/ACCP/HRS Guideline, currently does not support proactive screening of asymptomatic patients for atrial fibrillation."

"Asserting the contrary, from 2015 until now, demonstrates two things only: 1. BlackRock's Board of Directors lacks adequate independent oversight 2. Ms. Wagner herself has confirmed that she is not independent by relying on an assessment that she must know is plainly unfounded."

"Asserting the contrary, from 2015 until now, demonstrates two things only: 1. BlackRock's Board of Directors lacks adequate independent oversight 2. Ms. Wagner herself has confirmed that she is not independent by relying on an assessment that she must know is plainly unfounded."

"While adding a new independent director with retail experience is a step in the right direction, we believe Mr. Massey’s nomination was reactionary to our involvement and we question whether the Board would have taken such action were it not for our pending proxy contest."

"Kratos' CEO and CFO have questionable pasts while formerly at Titan Corporation. Furthermore, audit committee member Jane Judd also served at Titan as VP/Controller. We question how “independent” her judgement may be given her historical acquaintance with management (1)"

"Legions of lawyers hired by BlackRock's BoD, paid with shareholders' money, will not be able to convince anyone that, from a substantive perspective, Director Ms. Wagner does not have a material relationship with BlackRock's senior executives, hence is not independent."

"Legions of lawyers hired by BlackRock's BoD, paid with shareholders' money, will not be able to convince anyone that, from a substantive perspective, Director Ms. Wagner does not have a material relationship with BlackRock's senior executives, hence is not independent."

"By supporting the Nominees for ADP’s Transformation you will: Elect a major shareholder to the Board, Add two new independent directors with fresh perspectives and relevant expertise, Send a message to ADP’s management and Board that the status quo is unacceptable"

"We believe that a key role of an independent board is to bring an outside perspective to challenge strategies that might have worked in the past but will likely need to evolve over time – contrary to Target’s board’s apparent instinct to maintain the status quo"

"We firmly believe that a comprehensive reconstitution of the Board, including the appointment of shareholder representatives and qualified independent directors, is necessary to ensure a thorough evaluation of all paths to delivering enhanced shareholder value."

"Rather than recommending a premium sale to Private Equity, allowing all shareholders to benefit, Schoen and the Board (7 of whom are currently members of the 8 independent directors today), recommended a defensive tactic in the form of a $10 per share dividend"

"The independent directors of DuPont, who own very little stock (collectively ~$20mm in shares(1)), have repeatedly failed to hold management accountable for missing its publicly stated financial targets; it is time for an "ownership mentality" in the Boardroom"

"Independent proxy advisor Glass Lewis, citing Phillips 66’s (NYSE: PSX) underperformance and poor governance, recommends that shareholders support Elliott’s case for urgent change by voting for board nominees Brian Coffman, Sigmund Cornelius and Michael Heim."

"Agrium's other business, agricultural distribution ("Retail"), accounts for 30%+ of total EBITDA, ~50% of total value and $4bn+ of acquisition capital, yet Agrium does not have a single independent director with any relevant distribution industry experience."

"Following a risk-benefit analysis, including consultation with FDA, study investigators, independent expert neurologists, and neuroradiologists, Sanofi determined that the risk to patient safety outweighed the benefit that fedratinib would bring to patients."

"As can be seen in the above SAIC filings, ownership was transferred from Mr. Song Lifeng, the brother-in-law of Anta Executive Director Wu Yonghua and a connected person identified in the prospectus, to Mr. Ye Chengdong, a purported independent third party."

"The Board's actions to freeze-out and isolate the two independent and highly respected industry executives elected last year is highly concerning and demonstrates a Board that is entrenched and not interested in hearing or considering independent viewpoints"

"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."

"If elected, the Independent Nominees would evaluate the merits of Elliott’s value-creation proposals in conjunction with management, to determine whether and when to implement them in the best interest of long-term value creation for all shareholders"

"It lists only two open positions on its website as well as on LinkedIn – again, a striking fact for a “independent” company that raised $50MM in Oct 2020, and one from which Ginkgo already reports a $38MM deferred revenue balance as of Mar 31, 2021."

"Given that ANTA espouses a strategy of developing self-operated retail businesses, like FILA, Descente, and Kolon, we expected to ANTA’s general managers actually heading up ANTA-owned companies, not those of its purported independent subsidiaries."

"We urge the independent directors (Ms. Moorehead, Mr. Derksen, Ted Prittie, Peter Brimm, and Ronnie Wahi) to stop the shenanigans and set a date for the Special Meeting as soon as practically possible so that shareholders can have their say."