Callouts & quotes from 114+ activist slides

"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"

"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."

"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"

"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"

"We and other BHP shareholders now look to current management, with appropriate oversight from the BHP Board, to provide real leadership to actively address BHP's underperformance issues with the kinds of positive and constructive proposals from management which have been conspicuously absent so far in this debate"

"Starboard believes Mr. Brown’s experience as a founder and senior executive of one of the world’s most successful semiconductor technology and licensing companies along with his strong operational experience and deep industry knowledge will enable him to provide invaluable oversight to the Board."

"Mr. Miller’s 10 years of experience in senior executive positions at large media and entertainment companies, as well as his 10+ years of experience investing in cable, subscription, and online businesses, qualify him, in Starboard’s view, to ably assist in the effective oversight of the Company."

"Starboard believes Mr. Riedel's direct involvement in the restructuring of Nortel, including the sale of the Nortel's patent portfolio for $4.5 billion, as well as his knowledge of the technology industry and leadership experience, will enable him to provide invaluable oversight to the Board."

"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."

"Mr. Warner's 30+ years of experience building and leading organizations in digital media and marketing and his deep expertise in general management, business development, strategy and planning, will enable him, in Starboard's view, to provide effective oversight of the Company."

"Starboard believes that Mr. Feld's experience as an active stockholder, board member, and expert in capital markets and corporate governance practices, as well as his knowledge of intellectual property licensing, will enable him to provide invaluable oversight to the Board."

"Our goal is to represent the best interests of all stockholders, and we believe that our Nominees have the experience and track record to drive the much needed oversight and accountability at Box that will put the Company on a path to significant long-term value creation."

"We believe it is Clear that the Current Board Has Failed in its Oversight of the Company and that Shareholders Deserve and Require Board Representatives Who Are Not Only Incredibly Well-Qualified and Experienced, But Who Are Committed to Holding Management Accountable."

"We question Christine Sacco’s attention to detail and oversight of Prestige Brand’s financial statements and controls. PBH lists Ms. Sacco as a CPA despite her license being “inactive.” This inconsistency looks to show a lack of attention to detail by PBH and its CFO."

"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience - including at companies in the refining sector - would make him a valuable addition to the Phillips Board."

"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience – including at companies in the refining sector – would make him a valuable addition to the Phillips Board."

"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience - including at companies in the refining sector - would make him a valuable addition to the Phillips Board."

"Mr. Feld's experience as an active stockholder, board member, and expert in capital markets and corporate governance practices, as well as his knowledge of intellectual property licensing, will enable him to provide invaluable oversight to the Board."

"The key role of a board member is to appoint management, to set, together with management, a clear strategy with defined goals and metrics, and to hold management accountable for effecting that strategy. The oversight role of the board is critical."

"Starboard believes Mr. Cwynar’s experience as the former chief executive officer of a semiconductor product and licensing company, as well as his technology and engineering background, will enable him to provide invaluable oversight to the Board."

"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."

"Starboard hereby demands the right to inspect and copy the Books and Records of the Company described in the Appendix, as they are reasonably related to Starboard's interest in the Company and suspected lack of oversight by the Board."

"Preventing shareholders who do not support the Company's failed leadership and oversight from purchasing additional stock reflects exceptionally poor governance and underscores the immediate need for accountability at Southwest."

"We believe that the presence of Petit on INS's board of directors is indicative of potential lack of oversight/accountability for top-management, and that INS's board may not be working in the best interests of shareholders."

"Starboard believes Mr. Rice's extensive experience in business strategy, general management, global sales, marketing, product management and business development, will enable him to provide invaluable oversight to the Board."

"Mr. Smith's extensive public board experience and experience in a variety of industries together with his management experience in a variety of roles will enable him to provide invaluable oversight to the Company's Board."

"We believe shareholders welcome Starboard's involvement, are hopeful that we will bring greater accountability, and are both excited about the quality of Starboard's nominees and the potential for greater Board oversight."

"New, independent oversight is drastically needed to ensure that current investments are measured properly with an appropriate risk-reward to provide shareholders with the highest probability of success in the future."

"Starboard believes Mr. Bornak's extensive experience as a CFO of both private and publicly traded companies, as well as his strong operational experience will enable him to provide invaluable oversight to the Board."

"Starboard believes Mr. Stout’s deep knowledge of the intellectual property industry, his role in the success of NTP, and his extensive legal experience will enable him to provide invaluable oversight to the Board."

"In contrast, our proposal at the BlackRock AGM is entirely based on the specific analysis of the lack of independent oversight, affecting in practice the malfunctioning of corporate governance within the company."

"We believe the two variable sources of consideration (CYH stock and CVR payment) would be enhanced by the involvement and oversight of the Fresh Alternative Board and an engaged Alvarez & Marsal management team"

"Landmark illustrates the need for independent directors with experience in distribution to provide proper oversight and protect shareholders from reckless deployment of capital and poorly conceived acquisitions"

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

"Most concerning, President Hasebe's position on the Compensation Advisory Committee creates a clear conflict of interest in the setting and oversight of long-term incentives critical to driving Kao's revival."

"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"

"Given her involvement in a prior breakdown of financial governance, her appointment as Limbach's audit chair raises questions about whether similar lapses in judgment or oversight could occur again."

"CEO and Chairman Mark Lashier’s consolidation of power has harmed Phillips 66 (NYSE: PSX). Combining these two roles can weaken corporate oversight and goes against governance best practices."

"We believe the Huntsman family exerts significant ongoing influence over HCI and Dr. Beckerle through agreements with the University of Utah, funding commitments, and an oversight committee."

"The proxy advisors highlight troubling governance practices at Phillips 66, including selective or misleading communications and a leadership structure that prevents proper Board oversight."

"Starboard believes Mr. Taffe’s extensive experience as a senior executive and Board member at leading semiconductor companies will enable him to provide invaluable oversight to the Board."

"Taubman's problems are self-inflicted – Taubman has repeatedly blamed poor performance on the industry when the problems lie with management and poor oversight by the Board of Directors"

"What company’s goal is to recruit as many inexperienced sales-people as possible (on full commission with limited oversight) without regard for the ultimate demand for its products?"

"With the Icahn nominees in the boardroom, the Board can improve McDonald's' governance, provide much-needed oversight and drive the Company's commitments to animal welfare forward"

"The very fact that the Board, in reviewing the leadership structure, does not detect any anomaly is the best demonstration of the lack of independent oversight within the Board."

"We believe this incident illustrates both the Company’s cultural issues as well as the Board’s failure to instill accountability and provide effective oversight of the Company."

"Starboard engaged with GCP to protect shareholders suffering from consistently poor operational execution, poor governance, lack of Board oversight, and lack of accountability."

"Without validation of ROVI’s strategy and strengthened oversight by new and independent directors, shareholders risk being set up for yet another costly round of disappointment"

"The very fact that the Board in reviewing the leadership structure does not detect any anomaly is the best demonstration of the lack of independent oversight within the board."

"The coming years will be critical execution years to unlock value at Sony Semiconductors, creating the need for oversight by a dedicated management team and Board of Directors"

"In our view, there continues to be a clear lack of operating discipline at the management level as well as ineffective oversight from the Board of Directors (the “Board”)."

"BlackRock is simply not in the position to fulfil its stewardship responsibilities. The Board, due to lack of independent oversight, has failed to recognised this issue."

"Freedom Holdings has faced criticism for their questionable business practices, including their IPO model, Potemkin board of directors, and lack of oversight."

"Third Point had limited confidence that Campbell’s incumbent Board (after years of abysmal oversight) would conduct a proper and thoughtful strategic review"

"We are calling on the Board to collaborate on the following changes to strengthen oversight and select the best new CEO to lead the Company into the future."

"We are calling on the Board to collaborate on the following changes to strengthen oversight and select the best new CEO to lead the Company into the future."

"We are calling on the Board to collaborate on the following changes to strengthen oversight and select the best new CEO to lead the Company into the future."