Callouts & quotes from 528+ activist slides

"If customers can't venture into the store with their pets - forcing them either to leave their pets in the car (which most pet owners prefer not to do) or to return to the store to purchase whatever else they intended to buy - does the in-store wellness center model really save customers a trip to the vet? Is it any more convenient than a stand-alone veterinarian (especially considering their limited service offerings)?"

"In short, shareholders are demanding change now, and Elliott remains committed to providing them with a clear choice between continued industry-lagging performance under an incumbent leadership team that has repeatedly failed to deliver on its promises, versus fundamental leadership change involving new and proven airline industry executives capable of returning Southwest to its rightful place as an industry leader."

"If the first-year sales declines in Volker and Aspen were indeed just a temporary product of integration, and if they immediately returned to their (approximate) previous growth trajectories – perhaps supported by temporarily pent-up demand among customers – Hill-Rom could have benefited heavily from one-off accelerations in both businesses. Could management have been spring-loading revenue?"

"Just as the Company reaches a size at which continued M&A-fueled growth would require even larger deals, management is communicating that it no longer has sufficient cash flow to consistently support M&A from FCF on top of its fairly consistent $450-550M return of cash to shareholders, and that any M&A would have to come out of buybacks / dividends (if not the balance sheet)."

"We find it interesting that Amdocs executives continue to invest with each other after leaving the Company, and feel that this does not reflect well on how they may treat their stewardship of Amdocs – perhaps less as people building a company for the long-term than people looking to get a return on their personal investment, maybe through financial engineering if necessary."

"How can TurboTax disclosed Paying ARPR only increase 7% from 2020 to 2023 when (1) Online and Live average list prices rose 10% and 9%, (2) Intuit launched the highest ASP Full Service offering in 2021, and (3) we estimate that higher list ASP Live as a percent of total paying returns grew from 7% to 18% over the same period. We believe this suggests weak price realization."

"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."

"A former employee described concerns about WTRG's ability to meet its long-term goals leading up to the Peoples transaction. By looking carefully at the three-year period leading up to the transaction announcement in 2018, we find evidence that water revenue per customer was declining in two of three segments, while return on equity and EPS were also falling."

"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."

"From the end of 2013 to the end of 2016, Arconic invested $6.23 billion dollars in growth capital expenditures, research and development and acquisitions. For the $6.2 billion invested, Arconic generated an incremental $154 million of Net Operating Profit After Tax (NOPAT) for a Return on Incremental Invested Capital of merely 2.5%"

"Arconic cannot blame poor performance on the disastrous Firth Rixson acquisition. From 2013-2016, the Company invested over $3 billion in capital apart from the Firth Rixson deal. But merely generated an incremental $109 million of Net Operating Profit After Tax (NOPAT) for a Return on Incremental Invested Capital of only 3.4%"

"Companies that consistently invested their cash flow and resources in a share repurchase program have generated material outperformance over the past 5, 10 and 15 year periods, leading to an average of more than 4% greater annualized returns versus the S&P 500 index and 4x the amount of investor gains over the 15-year period"

"We appreciate that Disney's studio operations are critical to sustaining a durable competitive advantage, and we do not want to do anything to jeopardize Disney's creative output, but it is imperative that Disney's content strategy strikes the right balance between creative risk-taking and maximizing return on investment"

"I have been a surgical nurse for 40 years and have seen many patients receive SCS...and many, many fail, or return to surgery for fractured electrode wires, misplaced wires, or infected battery pockets...spinal fluid leaks...severe headaches...[they] find out in 2-8 months that they wish they never had agreed to it ..."

"As we discussed in our investor presentation, we believe this poor capital allocation was the direct result of poor corporate governance at the Board level, including shareholder-unfriendly compensation practices that incentivized management to pursue growth at the expense of returns on capital and shareholder value."

"Given the totality of our forensic research that indicates Zebra's business is under rising pressures from Chinese competition, diminished returns on R&D and innovation, and poorly timed and levered acquisitions that aren't paying off as planned, we are puzzled as to why Zebra's valuation multiple has been expanding."

"It is time for shareholders' voices to be heard, for accountability to be introduced in the Taubman Centers boardroom, and for a clear message to be sent to the Taubman family that shareholders will no longer tolerate abysmal corporate governance, misguided operations, lavish developments and inferior total returns."

"Spruce Point does not believe the Evoqua deal was an effective roll-up strategy worthy of the commanding valuation paid by Xylem. After deploying $490m for acquisitions, cash flow struggled ever since COVID-19, and its final acquisition of Mar Cor appears to have been a bust with the return of unpaid earnout money."

"Taubman's total shareholder return has lagged its Class A Mall Peers since the 2017 Annual Meeting by 22%, due primarily to three factors: (i) the same underlying resistance to truly embrace good corporate governance; (ii) the same operational deficiencies; and (iii) the same stubborn approach to capital allocation"

"Management has cited a high return on capital over the past 10 years as an indication of their competence. Over a more relevant five-year time horizon, Phillips 66 has underperformed both refining and midstream peers, with the underperformance especially stark after adjusting for midstream's lower cost of capital."

"In other words, management's action shows that when it's our money, it needs to be held conservatively and reserved for "strategic flexibility." But when it's their money, they don't need so much rainy day cash and they'd like to see the balance sheet working harder to generate the maximum return on their equity."

"A simple re-rating of ACMR to its direct comparables set - other Chinese WFE national champions that will continue to be directed revenue by Chinese semiconductor customers for many years to come as the country aggressively builds out its homegrown industry - implies multi-bagger returns for ACMR shareholders."

"So, is Ballroom doing well or not doing well? When I hear or learn that a claim is being filed in the German courts for the return of the purchase price you paid because Ballroom is not doing well, and yet you write under no. 11 of the response that Ballroom is doing well, then we are going to lose the claim."

"You then said you had an investigation conducted by Ernst & Young (EY). This is the same company that prepared the annual financial statements. What did you expect? That they would come forward and say, Oops, sorry, we've made a mistake, we're returning our auditor's licence to practice? This is laughable."

"Spruce Point is concerned that long-time fundamental growth owners have either given up or rotated out of Kratos, and have not returned despite the renewed optimism for Unmanned Systems. Instead, we find the disturbing reality that Kratos’ share price has been driven by rules-based index and ETF buying"

"Former BLI scientist details how universities and research institutions had experiences as disastrous as commercial pharma/biotech customers: UCSF and NIH both returned the equipment after 6-9 months; couldn't get publishable data of the system; chose cheaper, faster boxes from 10X Genomics and others."

"AMR's CFO and management has a poor track record of capital allocation when it comes to dividends and share repurchases. Notably, during the last capital return policy in late 2017, not long before coal prices weakened and the stock price collapsed, insiders sold while the Company repurchased stock."

"Note the insertion of “n=17” – in other words, the study had 22 patients, but Bioprojet excluded the five with plasma levels >150 ng/mL in the calculation, making it impossible to deduce how high it went – as absurd as a fund manager reporting average returns but excluding the five biggest losers."

"They did that for a reason, because the Joint Value I discussed. They were worried people would go, 'wait a minute, now your just placing the robots, in return for cases.' So you're wiping out the million dollar price tag and your getting cases off it. It's a way to fool the numbers a little bit."

"From the end of 2013 to the end of 2016, Arconic invested $5 billion dollars in growth capital expenditures, research and development and acquisitions in EPS. For the $5 billion invested, Arconic generated an incremental $73 million of NOPAT for a Return on Incremental Invested Capital of 1.5%"

"Today I’m going to describe a similar situation with certain energy companies. These companies have negative development economics, meaning that aside from a few choice locations, they don’t earn a positive return on capital, but have a nearly infinite supply of negative return opportunities."

"Pershing Square believes, based on our investigation, that in the past Herbalife's compliance department made essentially no effort to enforce or audit compliance with the 70% Rule or the Ten Customer Rule and has taken steps to make Herbalife's return policy unattractive to distributors."

"Phillips 66 has repeatedly highlighted the absolute dollar amount it has returned to shareholders via dividends and share repurchases, without mentioning that it trails its peers relative to its market cap on this metric. Management's omission of key information deceives shareholders."

"If Val-gan can grow organically at a high single-digit rate as Valeant management projects, and management can invest the company’s free cash flow in new acquisition targets at historical rates of return, then we believe management can achieve its goal of 15%-20% annual EPS growth"

"It will be acceptable to indicate eventual possible appreciation in the event of confidence returning to such a degree as to produce unduly rapid monetary expansion, but such an indication must carry complete conviction that the rate would only ever be adjusted in that direction."

"We're [Anadarko] very committed to capital discipline and...as we constrain capital, we see better returns on our projects, we quit dipping down to the lower tier, we keep that continual high grading effort going on and on... We're going to be very disciplined as we go forward."

"However, despite having arguably the best positioned portfolio in the consumer packaged goods industry, Nestlé shares have significantly underperformed most of their US and European consumer staples peers on a three year, five year, and ten year total shareholder return basis."

"Nelson Peltz, and Jay Rasulo – who ran Disney’s Parks business for nearly a decade – will work with the Board to execute on a clear vision for Parks targeting at least high-single digit operating income growth to ensure adequate returns on the $60 billion of capital investment"

"Nelson Peltz, and Jay Rasulo – who ran Disney’s Parks business for nearly a decade – will work with the Board to execute on a clear vision for Parks targeting at least high-single digit operating income growth to ensure adequate returns on the $60 billion of capital investment"

"Each has a similar structure: Ginkgo and its investors create and fund the entity, which then simply returns and round-trips back cash or “non-cash consideration” to Ginkgo under the guise of R&D “prepayments” or services, which it books as Foundry revenue or deferred revenue."

"The result has been dramatically more favorable for TWX's bondholders than stockholders. Since the current management team was installed, the bondholders of TWX have, on an indexed basis, generated a 40% overall return, while the stock has simultaneously lost 8% of its value."

"It had large losses it refused to account for. It had invented its own proprietary grading system that helped it hide its losses. It fooled its auditors, who were asleep, and it fooled investors by aggressively returning large amounts of capital that it didn't really earn."

"Acquisitions in return for newly issued BHP shares finally being possible – regardless of management's bogus claims that BHP currently has "two acquisition currencies", when in fact no acquisitions using BHP shares as consideration have ever occurred during the DLC period."

"ROAD initially touted its “Attractive Financial Profile with High Return on Capital” by showing Free Cash Flow (FCF) Conversion and Return on Capital Employed (ROCE). By 2023, ROAD’s FCF Conversion definition markedly changed, and it ceased to provide a chart showing ROCE."

"Even under management's wellness center ramp-up assumptions – which we consider overly-ambitious – PetIQ's new wellness centers would fail to generate positive cash flow until FY22, and would not generate a positive return on total investment until the following year."

"Academic research customers like UCSF, NIH, and others had experiences as disastrous as commercial users: UCSF and NIH both returned the equipment after 6-9 months; couldn't get publishable data out; NIH chose a far cheaper and faster box from 10X Genomics instead."

"We look to management and BHP’s Board to work positively and constructively towards achieving unification, and as a result greatly enhanced future capital returns, as an important part of its self-professed commitment to BHP’s “value-driven simplification journey”"

"To maximize the value of Dye & Durham, the Board needs to incentivize management to optimize its return on invested capital, focus on organic growth and consider acquisitions in a measured and disciplined way – instead of trying to hit an arbitrary EBITDA target."

"Distributors seeking to return product to the Company who cannot demonstrate compliance with the rules will have their previous rewards payments netted against their product return. In many cases, this “clawback” is greater than the returned value of the products"

"Trian Consumer Investments where Nelson Peltz served on the Board have: 1) Grown earnings per share (“EPS”) +780 basis points (“bps”) faster than the S&P 500 annually; and 2) Achieved total shareholder returns (“TSR”) of +880bps greater than the S&P 500 annually"

"Trian believes the mindset and culture at State Street has prioritized growth (in AUCA, AUM and revenue) over profitability. The “land grab” mentality must transition to a focus on EPS growth, return on invested capital and maximizing total shareholder returns"

"Based on recent presentation figures, Return on Advertising Spend (ROAS) has gone down and PERI is no longer disclosing Cost Per Incremental Store Visit. Notice carefully that PERI also removed client logos and the text, “Proven Attribution For Top Retailers.”"

"The HbA1c and fasting glucose figures explicitly cited in the paper to support this claim appear to be pulled from thin air, as we analyze on the next page – and that HbA1c and fasting glucose stay elevated, do not return to baseline, and spin out of control."

"While management has asserted that the favorable wage laws under which the acquired units operate offers a tailwind to their return calculation, the lower labor expenses cannot possibly be sufficient to offset the negative impacts of the factors listed above"

"In the decade ending 2012, HMA, under the direction and guidance of substantially all of the sitting Board, delivered <1% total shareholder value while investors in the Hospital Group and the S&P garnered an 39% and 99% total shareholder return, respectively"

"Campbell's incumbent Board of Directors ("Board") has overseen a series of strategic and operational blunders over many years that have driven extreme underperformance in Campbell shares (19% total shareholder return vs. 306% for S&P 500 over last 20 years)"

"The Board of Directors shall establish and publish a capital allocation plan (hereinafter, the “Plan”) by 31st December 2024 to facilitate a growth-oriented investment strategy and a balanced return to shareholders to enhance the Company’s corporate value."

"Will the addition of the Pershing Square team, its investment expertise and hedging capabilities, along with a change in business strategy to a diversified holding company model deliver at least 150 bps of annual excess equity return for HHH shareholders?"

"At Phillips 66 (NYSE: PSX), the numbers don't lie. The company has dramatically underperformed its peers since 2019, and shareholders have missed out on substantial returns. Vote the GOLD proxy card today to support a better tomorrow with #Streamline66."

"Twist used “shocking” discounts of 75% to lure customers aways from Danaher/IDT; “change in attitude” among customers toward Twist as they now return to Danaher, which allegedly used the phrase “Ponzi scheme” in internal discussions to describe Twist"