Callouts & quotes from 617+ activist slides

""ISS recently adopted a policy regarding so-called "unilateral" bylaw or charter amendments -- provisions adopted without public stockholder approval. Under this policy, beginning in 2015, it will generally recommend withholding votes from or voting against directors who, without putting the provision to a stockholder vote, approved bylaw or charter provisions that have the effect of restricting stockholder rights." — "Governance Issues in Spin-Off Transactions" published by Gibson Dunn on 2/5/15; "Glass Lewis ordinarily gives new public companies a one-year grace period to allow them time to comply with applicable regulatory requirements and meet basic corporate governance standards. However, if the company implements an anti-takeover measure such as a rights plan or a classified board before its initial public offering, without offering a sunset for the rights plan of three years or less or a ‘sound rationale,’ and the measure is not subsequently put to a stockholder vote, Glass Lewis will consider recommending voting against all members of the board who served at the time the measure was adopted." — "Governance Issues in Spin-Off Transactions" published by Gibson Dunn on 2/5/15"

"“...So, the leadership team met without me. And they came up with 50% to 70% of the $1.2 billion. I would -- and I would tell you that's average performance. And this is not an average team. In the time-honored tradition of under promising and over delivering, we set ourselves up well today is my view. I would take the over on 70% to 90%. You think about the $1.2 billion, a couple of hundred of capital savings.” — Phillips 66's then-Chairman & CEO Greg Garland, November 2019 PSX Investor Day. “...Despite the cost-cutting initiative, we estimate that since 2019, refining & SGA costs (ex turnarounds and energy) have increased from $5/bbl to $6.5/bbl. Absolute costs are up 12%, or $500MM, more than large cap peers.” — T.D. Cowen, November 7, 2022. “There is nothing that destroys a management's team credibility faster than setting targets, missing them and attempting to avoid accountability or obfuscate the true outcome. This is the quickest way that I lose conviction in a management team's ability to deliver long-term value. I find it quite remarkable that the Board has not played a stronger role in holding Phillips 66 management accountable.” — Shareholder Nominee: Stacy Nieuwoudt."

""...So, the leadership team met without me. And they came up with 50% to 70% of the $1.2 billion. I would -- and I would tell you that's average performance. And this is not an average team. In the time-honored tradition of under promising and over delivering, we set ourselves up well today is my view. I would take the over on 70% to 90%. You think about the $1.2 billion, a couple of hundred of capital savings." — Phillips 66's then-Chairman & CEO Greg Garland, November 2019 PSX Investor Day. "...Despite the cost-cutting initiative, we estimate that since 2019, refining & SGA costs (ex turnarounds and energy) have increased from $5/bbl to $6.5/bbl. Absolute costs are up 12%, or 500M M, more than large cap peers." — T.D. Cowen, November 7, 2022. "There is nothing that destroys a management's team credibility faster than setting targets, missing them and attempting to avoid accountability or obfuscate the true outcome. This is the quickest way that I lose conviction in a management team's ability to deliver long-term value. I find it quite remarkable that the Board has not played a stronger role in holding Phillips 66 management accountable." — Shareholder Nominee: Stacy Nieuwoudt"

""It’s come down to which group of independent directors shareholders want to oversee the company: Darden’s or Starboard’s? We believe Starboard’s slate is better qualified." — Hedgeye, September 3, 2014; "Investment Thesis: We remain constructive on Darden based on the thesis that multiple near to intermediate term catalysts are in play including the potential spin-off of SRG, increasingly aggressive cost control efforts and the potential sale of a portion of the company’s 600 remaining owned pieces of real estate." — Wells Fargo, September 2, 2014; "Development of propco/opco could be an intriguing possibility to maximize value in remaining real estate ... Based on discussions with J.P. Morgan’s REITs equity research team we believe a 14-15x pretax multiple could be applied to rental income. ...[This] yields approximately $7-8 of additional stock value." — JP Morgan, June 5, 2014; "We are lowering our rating on DRI shares from Neutral to Underperform and cutting our price objective from $55 to $40. Olive Garden (OG) has undertaken a brand relaunch to drive sales but we have concerns that the efforts are failing to gain significant traction." — Bank of America, August 28, 2014"

"“It’s come down to which group of independent directors shareholders want to oversee the company: Darden’s or Starboard’s? We believe Starboard’s slate is better qualified.” — Hedgeye, September 3, 2014; “Investment Thesis: We remain constructive on Darden based on the thesis that multiple near to intermediate term catalysts are in play including the potential spin-off of SRG, increasingly aggressive cost control efforts and the potential sale of a portion of the company’s 600 remaining owned pieces of real estate.” — Wells Fargo, September 2, 2014; “Development of propco/opco could be an intriguing possibility to maximize value in remaining real estate … Based on discussions with J.P. Morgan’s REITs equity research team we believe a 14-15x pretax multiple could be applied to rental income. …[This] yields approximately $7-8 of additional stock value.” — JP Morgan, June 5, 2014; “We are lowering our rating on DRI shares from Neutral to Underperform and cutting our price objective from $55 to $40. Olive Garden (OG) has undertaken a brand relaunch to drive sales but we have concerns that the efforts are failing to gain significant traction.” — Bank of America, August 28, 2014"

"“...on balance we tip the scales in Starboard’s direction on the strength of one James Lawrence Gallogly. Having years of experience with Jim from the LALLF/LYB days and having a detailed 1x1 conversation with him back during the Trian/DD board nomination saga, we don’t doubt he would be a superior addition to the board. We further know Sandra Beach Lin from her CE days and also have a favorable opinion.” — Fermium Research, January 2022; “Investor questions have centered on one particular nominee, James Gallogly (nominated by Starboard). The primary reason why Mr. Gallogly has stood out to investors is as a result of his strong track record at LyondellBasell. Specifically, Mr. Gallogly joined LyondellBasell in 2009 shortly after the company filed for bankruptcy. Over the subsequent approximately five years, Mr. Gallogly engineered the transformation of LyondellBasell from a company in disarray to one that is now broadly considered to be a best-in-class operator of chemical assets world wide. Of note, the restructuring that took place at LyondellBasell was primarily focused on embedding a culture of cost efficiency and capital discipline.” — Morgan Stanley, January 2022"

"Sure. Well, I think you need to kind of break it up a bit. I mean, firstly, look, we've had a great partnership with Monster, created tremendous value for Monster, for us, Coca-Cola and for the bottling partners. Clearly, in the case of the U.S., there's been -- what happens in every category when people create a category and there's 1 or 2 brands is people look for the white spaces and start to innovate and start to bring new news to the category. And that's what's happening in energy, particularly in the U.S. And so I think working with Monster that we will respond to the evolution or the way the consumer is looking at the category. ... But I think there's more to be done across the board, including in the Monster Energy portfolio, and we're working with them on that. And then I think internationally, there's robust growth in the energy category and making good progress around the world in different ways and different forms. So I think one has to kind of pull apart energy category and look at it kind of geographically to see that overall, it's still got some good growth, and there's different jobs to be done in different parts of the world. — Coke CEO, July 23, 2024"

"“…on balance we tip the scales in Starboard’s direction on the strength of one James Lawrence Gallogly. Having years of experience with Jim from the LALLF/LYB days and having a detailed 1x1 conversation with him back during the Trian/DD board nomination saga, we don’t doubt he would be a superior addition to the board. We further know Sandra Beach Lin from her CE days and also have a favorable opinion.” — Fermium Research, January 2022; “Investor questions have centered on one particular nominee, James Gallogly (nominated by Starboard). The primary reason why Mr. Gallogly has stood out to investors is as a result of his strong track record at LyondellBasell. Specifically, Mr. Gallogly joined LyondellBasell in 2009 shortly after the company filed for bankruptcy. Over the subsequent approximately five years, Mr. Gallogly engineered the transformation of LyondellBasell from a company in disarray to one that is now broadly considered to be a best-in-class operator of chemical assets world wide. Of note, the restructuring that took place at LyondellBasell was primarily focused on embedding a culture of cost efficiency and capital discipline.” — Morgan Stanley, January 2022"

""Pershing Square's operating ratio targets for Canadian Pacific are unrealistic and lack credibility." — CP Proxy Circular, Mar. 22, 2012; "Pershing Square's stated OR target is both unrealistic and unachievable by 2015." — Former CP Chairman, Mar. 27, 2012; "If Canadian Pacific were to implement its short-term strategy, it would cause Norfolk Southern to lose substantial revenues from our service-sensitive customer base." — Norfolk Southern press release, Dec. 4, 2015; "The Norfolk Southern board remains confident that the continued execution of its strategic plan is superior to Canadian Pacific's grossly inadequate and high-risk proposal." — Norfolk Southern press release, Dec. 7, 2015; "The math around Ancora's short-term targets that were advertised to our investors ... only works with significant and immediate employee furloughs..." — Norfolk Southern press release, Mar. 20, 2024; "Our relationships with customers, employees, and regulators would be at great risk, and lead to the deterioration of shareholder value." — Norfolk Southern press release, Mar. 20, 2024; "We have a clear path for further progress..." — Norfolk Southern press release, Mar. 20, 2024."

"“We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including the appointment of and role played by a lead director, a company's performance, and the overall governance structure of the company.” — State Street. “The funds also support independent leadership in the boardroom. That may take the form of an independent chair or a lead independent director. Regardless of title, the role's responsibilities should be robust and clearly defined through company disclosure” — Vanguard. “In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstance” — Fidelity."

"Hatfield plans to offer a variety of pork products across our portfolio of bacon, marinated, and fresh pork items that meet the “Prop 12” and “Question 3” statutory requirements. Sows will be housed in pens that allow them to get up and turn around freely at all times, and have 24+ sq. ft. of usable floor space per sow. — Hatfield Website; Hormel Foods has assessed Proposition 12 and, while it is still awaiting final clarity on specific details and rules, the company is preparing to fully comply when the law goes into effect on January 1, 2022. The company’s Applegate portfolio of products already complies with Proposition 12. — Hormel Foods Statement, Oct. 6, 2020; As we look at Prop 12, yeah, it's about 4% of total production. That's not significant for us today. Tyson is currently aligning incentivizing suppliers where appropriate. We can do multiple programs simultaneously, including Prop 12. — Tyson Foods Q3 2021 Earnings Transcript, Aug. 9, 2021; Seaboard said it is converting some farms to comply with the law and expects to have pork for sale to California this year that complies with Proposition 12. — Reuters report on Seaboard Foods, Feb. 8, 2022"

"We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including the appointment of and role played by a lead director, a company's performance, and the overall governance structure of the company. — State Street. The funds also support independent leadership in the boardroom. That may take the form of an independent chair or a lead independent director. Regardless of title, the role's responsibilities should be robust and clearly defined through company disclosure — Vanguard. In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstance — Fidelity."

""After more than 3 years of aggressively repositioning its asset base and slashing costs, we expect Amerada Hess will finally deliver..." — Lehman, May 1999; "We have done a lot of work the last two years to reshape our portfolio... It's starting to stabilize." — John Hess, October 2003; "Over the last five years our company has done a lot of work to reshape our portfolio... We're starting to deliver a consistent track record of performance." — John Hess, September 2006; "So about two years ago, we really started to push a more balanced approach between accessing unconventional... to balance the high impact exploration program.." — John Hess, November 2010; "We have done a lot of work over the last 10 years to restructure our own Company significantly..." — John Hess, July 2011; "...important change for Hess... This change essentially began in 2009 and should be largely complete in 2014." — John Hess, July 2012; "We would note that our current board is comprised of highly accomplished directors who deserve credit for initiating the multiyear transformation that started in 2010 and that continues today." — Jon Pepper, Hess spokesman, February 2013"

""Allison brings a unique combination of skills to the boardroom, including extensive financial and analytical experience, a deep understanding of investor perspectives, and expertise in the transportation industry. She possesses strong instincts and a firm grasp of the levers that maximize shareholder value. Allison is a trusted advisor and a valuable partner to management." — Brad Jacobs, Managing Partner, Jacobs Private Equity, LLC – Apr. 4, 2024; "Allison's sector-specific experience proves invaluable on our board. While this can often lead to a board member encroaching into management's operational lane (because she knows the sector intimately), Allison does an incredible job providing helpful strategic direction and tactical insights that management can use for the betterment of the enterprise. As a board colleague, I can also attest to her ability to get along with fellow members, even when we don't all agree. Finally, I find Allison's role in shareholder outreach (offseason and during the proxy season) to be extremely helpful as we work to respond to our shareholders' feedback." — Johnny C. Taylor, President and CEO of SHRM – Apr. 5, 2024"

""Before I ever served on a Board with Jim, I knew about the instrumental role he played in building and running the world's best networks at UPS for decades... Any public company in the transportation sector would be lucky to have him at the helm." — Scott Ferguson, Managing Partner of Sachem Head Capital Management, Apr. 4, 2024; "Barber is highly regarded as a logistics operator who helped turnaround U.S. peak season problems at UPS during his tenure as COO... If Barber were confirmed in [the C.H. Robinson CEO] role, we believe it would be a positive development for Robinson..." — JPMorgan Chase & Co. analyst report, Jan. 9, 2023; "Jim has a very rare combination of extraordinary leadership gifts including personal authenticity and integrity..." — Dr. Ed Frazelle, President and CEO, RightChain Incorporated, Founder, The Supply Chain Logistics Institute at Georgia Tech, Apr. 7, 2024; "Working with Jim Barber on the U.S. Foods board has been a great experience. He is an executive who understands the importance of communication, feedback and operational rigor." — Robert Dutkowsky, Board Chairman of US Foods Holding Corp., Apr. 13, 2024"

"“The CEO is a headwind to a turnaround. Firing him is the tailwind.” — Top 10 Active Shareholder; “I would rate them as the worst-performing management team in the airlines... They need to go.” — Top 10 Active Shareholder; “They need a new look across the board and you are only going to get that with [a CEO] who is not from Southwest...” — Top 10 Active Shareholder; “I have zero confidence this team can get this right...” — Top 10 Active Shareholder; “Having the current CEO drive the process for a new strategy is not a good idea.” — Top 10 Active Shareholder; “Would you ever see anyone issue a press release that says ‘35 year veteran of the company to drive significant strategic, operational and financial turnaround,’ which is what you would have to believe is possible if you think that Bob Jordan is the right CEO.” — Top 10 Active Shareholder; “I don’t think this is the right CEO to lead the company and I would view his removal positively...” — Top 10 Active Shareholder; “So it is really [the CEO] has not done a good job running the company... The Street would be widely supportive of a change.” — Top 10 Active Shareholder"

"“I don’t think they have the talent right now to [meet their revenue goals]. Each class of vehicle at the time required a significant amount of research, testing. If they want to introduce 10 new vehicle models, that’s a several-year project. They would need really good relationships with the OEMs to do that. And they would probably need to get the outfitter network to be more robust. The upfitters have to be trained to do these upfits. For each incremental model they have to re-teach the upfitters. The upfitter model is attractive, but what goes unsaid is if you don’t have good upfitters, customers return the vehicles... Two [XL] guys... were traveling around the country to make up for upfitter fuck-ups. Up-fitters were fucking up all the time.” — Former XL Employee D; “Rivian, etc. has a skateboard chassis—it’s all flat. They’ve really packaged it in such a way that it’s pretty clean. You don’t have that... every vehicle that XL wants to do, they need a different package for, because it’s different underneath... bracketry’s different, dimensions are different, everything’s different.” — Former XL Employee H"

"As a result of past acquisitions, we carry a significant goodwill and other acquired intangible assets on our balance sheet. In addition, we also defer certain costs to onboard a client or convert a client’s systems to function with our technology. Goodwill, intangible assets, net and deferred client conversion and start-up costs accounted for approximately 71% of the total assets on our balance sheet as of June 30, 2022. We test goodwill for impairment annually as of March 31st and we test goodwill, intangible assets, net and deferred client conversion and start-up costs for impairment at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. Although no indications of an impairment have been identified, there can be no assurance that we will not incur impairment charges in the future, particularly in the event of a prolonged economic recession or loss of a key client or clients. A significant non-cash impairment could have a material adverse effect on our results of operations. — Broadridge Financial Solutions, FY2022 10-K"

""I gave dozens of... presentations to fleet managers, generated out of XL Link, the onboard telematics system in each vehicle with XL technology. What this report indicates, is either no improvement in MPG, slight improvement in MPG, or a loss of overall MPG. Keep in mind these kits are $25,000 each, add 750 lbs of curb weight, and take up very valuable bed space, and advertise up to 50% improvement. I would highlight their drivers' errors, such as idle time, driving over the ideal speed, and aggressive acceleration habits, just to assign blame elsewhere for no improvement in MPG. I would also falsify their fuel cost per gallon, behind what's visible to the customer, to try and prove some ROI." — XL Former Employee A; "My customers that had the system wanted access to XL Link. But... salespeople had to give them presentations because they tried to pretty it up to avoid, "Hey, you're only getting another mile per gallon and it's not what we promised." They would never let the customer have access to the raw data on that: we had to put it into a presentation to give to them." — Former XL Employee B"

"The revised performance goals were set at aggressive levels that reflected our realistic expectations at the height of the COVID-19 pandemic. Achievement levels between threshold and target result in payouts from 0% to 100% of target awards. Achievement levels between target and maximum result in payouts from 100% to 200% of target awards. If we achieve corporate adjusted EBITDA of less than 85% of target, the payout for all other components may be capped at target. If corporate adjusted EBITDA is less than 75% of target, the threshold goal, then payment of any other component of the award would be at the discretion of our CEO and the Compensation Committee. The Compensation Committee believes that requiring a minimum adjusted EBITDA threshold be met to receive any payment with respect to the annual cash performance awards both aligns executives' interests with those of stockholders and prevents excessive annual cash performance award payments in times when our financial performance fails to meet our expectations. — Board's Annual Cash Bonus Compensation Philosophy (2021 Proxy Statement)"

""The cost of orthodontics is coming down across the board. The demand for orthodontic treatment is growing but the suppliers is growing exponentially, so costs again are going to come down. So we are going to see an absolute decrease in the cost of treatment. This is the problem with Invisalign, they keep raising their fees every year. This is opposite of the rest of the market. I am getting squeezed by Invisalign, I am charging less for it and they keep raising their prices..." — Orthodontist, Diamond Plus Align Tier; "I don't think the customer really cares which clear aligner treatment they are getting." — Dentist, DSO; "From a patient perspective, they are relatively impartial to the brand of clear aligner. If the doctor recommends Clarity or ClearCorrect, the patient is not going to care." — Dentist, DSO; "Align has been so arrogant over the last three to five years. They raise prices every summer and have done it every summer. If they don't adjust their prices, they are going to see major market share erosion." — Senior Employee, Major Dental Equipment Supplier"

""Agrium is attractive because JANA looks likely to win board seats" — Credit Agricole / CLSA, 12/14/12; "JANA's interest in Agrium has certainly been a boon for investors" — Financial Post, 12/21/12; "After speaking with four of the five directors that JANA Partners is nominating for Agrium's board, we came away impressed with the group's clear industrial distribution experience and competence and their ability to articulate the kinds of operational improvements they would seek to implement at Agrium Retail" — Barclays, 12/13/12; "While activist shareholder JANA Partners' proposals have been met with stiff resistance from Agrium management, we believe that significant shareholder value creation may come from surfacing some of the issues raised by JANA" — Piper Jaffray, 12/2/12; "JANA's proposed board members possess solid retail distribution experience and could help unlock value" — CIBC, 1/15/13; "JANA is nominating a retail ‘dream team’ to Agrium's board, which currently does not have one independent member with retail distribution experience" — Barron's, 11/26/12"

""What can they do now that will help them longer-term? In terms of execution, I want them to have a much more independent board...I want them to continue divesting. I don't want them to have a conglomerate discount...They just have too many unrelated businesses, and I think that's just not good for them longer-term." — Phillips Shareholder C; "The biggest issue for Phillips, in my opinion, is that they are not at all focused on creating shareholder value. They are focused on status quo." — Phillips 66 Shareholder D; "Look at the performance. They have issue after issue after issue. It's not a question of the management is the problem... Look, they have a management problem. I don't know any other investor who doesn't think that is true." — Phillips Shareholder E; "There is definitely a lot of upside. Their market position is pretty good. Despite financial challenges that they have been facing, they remain a very key player...So as long as they handle their strategic directions and improve their cost performance, they should do well." — Phillips 66 Shareholder F"

""We are not surprised to see the involvement of an activist...An activist investor presents Box with an opportunity to improve sales execution...We note that Box has one of the lowest sales efficiencies across our entire coverage universe." — D.A. Davidson, September 2019; "...we’re not at all surprised that value-oriented investors have taken a significant stake...with Box spending ~41% of revenue on sales and marketing (higher than most SaaS peers in the ~30% range), we think a shift towards margin expansion could provide an avenue for unlocking shareholder value." — Raymond James, September 2019; "Although we have maintained a positive view on Box’s positioning and product portfolio, the company’s go-to-market execution has been consistently disappointing...if the solution selling strategy under COO Stephanie Carullo fails to materialize in a meaningful reacceleration in growth, we would expect Starboard to increasingly pressure Box’s management team to reevaluate its growth vs. margin framework." — Wells Fargo, September 2019"

"Coffman and Heim offer focused experience in refining and midstream operations, which makes them logical additions. Cornelius has a well-rounded perspective of the industry...[Stacy] Nieuwoudt offers an important perspective through her experience as an industry investor and analyst. — ISS, May 12, 2025; Critically, we expect the identified Elliott nominees would challenge prevailing internal narratives which seem to belie, among other things, a disconcerting satisfaction with a less than laudatory operational arc, a staunch but otherwise questionable defense of an ineffective strategic tack and an increasingly dubious commitment to sound corporate governance. — Glass Lewis, May 10, 2025; Elliott's nominees possess a strong mix of best-in-class industry expertise and experience and have the potential to unlock value for shareholders... — Egan-Jones, May 1, 2025; The data does not support the board's argument that the integrated strategy results in superior returns over the long-term... — ISS, May 12, 2025"

""After more than 3 years of aggressively repositioning its asset base and slashing costs, we expect Amerada Hess will finally deliver..." — Lehman, May 1999; "Over the last five years our company has done a lot of work to reshape our portfolio... We're starting to deliver a consistent track record of performance." — John Hess, September 2006; "So about two years ago, we really started to push a more balanced approach between accessing unconventional... to balance the high impact exploration program." — John Hess, November 2010; "We have done a lot of work over the last 10 years to restructure our Company significantly..." — John Hess, July 2011; "...important change for Hess... This change essentially began in 2009 and should be largely complete in 2014." — John Hess, July 2012; "We would note that our current board is comprised of highly accomplished directors who deserve credit for initiating the multiyear transformation that continues today." — Jon Pepper, Hess spokesman, February 2013"

""I am proud of the accomplishments of the Board and management team." — Glenn Tilton, Lead Independent Director, April 2025; "But when you look at what we’ve done over the long term, we’ve been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders." — Mark Lashier, CEO, April 2025; "I’ve had board members tell me that they’re just stunned at the progress that we’ve been able to make in such a short period of time." — Mark Lashier, CEO, April 2025; "We’ve completed the strategic priorities that we laid out in 2022, enhanced in 2023, and committed to achieving by the end of 2024. I am proud of the work our employees have done to accomplish these important priorities and deliver on our commitments to shareholders while maintaining industry-leading safety performance." — Mark Lashier, CEO, January 2025; "You simply don’t achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 2025"

""I am proud of the accomplishments of the Board and management team." — Glenn Tilton, Lead Independent Director, April 2025; "But when you look at what we've done over the long term, we've been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders." — Mark Lashier, CEO, April 2025; "I've had board members tell me that they're just stunned at the progress that we've been able to make in such a short period of time." — Mark Lashier, CEO, April 2025; "We've completed the strategic priorities that we laid out in 2022, enhanced in 2023, and committed to achieving by the end of 2024. I am proud of the work our employees have done to accomplish these important priorities and deliver on our commitments to shareholders while maintaining industry-leading safety performance." — Mark Lashier, CEO, January 2025; "You simply don't achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 2025"

""I am proud of the accomplishments of the Board and management team." — Glenn Tilton, Lead Independent Director, April 2025; "But when you look at what we've done over the long term, we've been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders." — Mark Lashier, CEO, April 2025; "I've had board members tell me that they're just stunned at the progress that we've been able to make in such a short period of time." — Mark Lashier, CEO, April 2025; "We've completed the strategic priorities that we laid out in 2022, enhanced in 2023, and committed to achieving by the end of 2024. I am proud of the work our employees have done to accomplish these important priorities and deliver on our commitments to shareholders while maintaining industry-leading safety performance." — Mark Lashier, CEO, January 2025; "You simply don't achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 2025"

""Our energy marketing and retail marketing businesses remain a long-term strategic part of our portfolio that generate attractive returns..." — John Hess, CEO, Hess Corp, 11/2/12; "The Board believes that Arconic has the right strategy and is executing well on that strategy." — Pat Russo, Fmr Chair, Arconic, 4/17/17; "I would say for the long term, I'd rather be invested in a company that has that type of a portfolio balance." — Gary Heminger, Fmr CEO/Chair, Marathon Petroleum 5/8/19; "[H]aving that small cell business, we believe, is a differentiator and unique to our strategy and think that it should generate significant shareholder value" — Dan Schlanger, Fmr CFO, Crown Castle, 6/6/23; "A separation of the businesses, if it were to be pursued, may not be easy, w/ mgmt. highlighting shared digital infrastructure, investment grade credit rating and a very efficient tax rate as risk factors that must be considered." — Morgan Stanley, referencing Honeywell management meetings, 11/25/24"

""Our energy marketing and retail marketing businesses remain a long-term strategic part of our portfolio that generate attractive returns..." — John Hess, CEO, Hess Corp, 11/2/12; "The Board believes that Arconic has the right strategy and is executing well on that strategy." — Pat Russo, Fmr Chair, Arconic, 4/17/17; "I would say for the long term, I'd rather be invested in a company that has that type of a portfolio balance." — Gary Heminger, Fmr CEO/Chair, Marathon Petroleum 5/8/19; "[H]aving that small cell business, we believe, is a differentiator and unique to our strategy and think that it should generate significant shareholder value" — Dan Schlanger, Fmr CFO, Crown Castle, 6/6/23; "A separation of the businesses, if it were to be pursued, may not be easy, w/ mgmt. highlighting shared digital infrastructure, investment grade credit rating and a very efficient tax rate as risk factors that must be considered." — Morgan Stanley, referencing Honeywell management meetings, 11/25/24"

""We think like private equity people because Nelson forces us to think like private equity.. I said to another CEO that if I were to form a board today, Nelson [Peltz] would be one of the first directors I’d ask to serve... [Trian's] team had good questions and good suggestions." — Former CEO, Bill Johnson, CEO Magazine (3/08); "We have come to truly respect and highly value your impressive approach to sales and marketing, which has led to long-term shareholder value... and economic security for our members... If more companies I interacted with were able to follow the Heinz model, I believe we would have...fewer wasted resources." — Bill Dempsey, Director of UFCW Capital Stewardship, in letters to Trian dated 10/07/08 and 10/23/08; "Having activist investor Nelson Peltz on the Board of Directors has turned out to be a valuable asset. He is an operator at heart, so he asks the right questions in meetings and pushes managers to share and learn from each other." — Credit Suisse, 3/26/08"

"By proceeding to comprehensive and in-depth research, investigation and analysis on the issue of standardization of the current transaction flow in sawn wood and major wood-based panel, making reference to the relevant information in domestic and overseas timber trade standardization as well as conducting on-site investigation and study, the following five sets of standards to China’s timber trading activities were proposed by the Study and being reviewed by experts of the National Technical Committee 41 on Timber of Standardization Administration of China, which served to lay the foundation in facilitating related industry standards in the future and in establishing a well-regulated timber trading market: 1. Standardization in trading of sawn wood; 2. Standardization in trading of medium density fibreboard; 3. Standardization in trading of particle board; 4. Standardization in trading of joinery board; and 5. Standardization in trading of plywood;” — June 19, 2008 announcement"

""Confidence of our distributors is paramount. It is absolutely the number one thing... We are going through a whole process of making sure that every single thing that we do inside this company has deeper and further substantiation for the distributors, for the web, for anybody in the science industry, anybody in the health community, to make sure that they understand what this company is all about and what we’re doing. This is a company that’s out there at the University of Mississippi, University of Bonn, the University of California at Los Angeles, UCLA. We’re involved in research, development of products, we have our own research facility now in our offices in Southern California. We have doctors dedicated – this nutrition advisory board that’s unlike any other company in our field. We meet with experts on a global basis to review, to study, to understand, to build confidence and substantiation in our products on a global basis." — Michael Johnson, Herbalife CEO, 12/16/08"

""We use [a lower EBITDA multiple] for MPC given its relatively less desirable refining asset footprint." — Jefferies, August 2016; "Rain or Shine, Buybacks through Cycle; Upgrade to Buy." — Jefferies, March 2023; "MPC is a top-tier refining operator with commercial excellence...MPC [is our] top refining pick even after dramatic outperformance over roughly the past two years." — Raymond James, January 2023; "[With] SU's older asset base and the current rising cost environment, it could be difficult to lower operating costs." — J.P. Morgan, April 2022; "SU continues to execute well under CEO Kruger, with strong operational results at nearly every Upstream and Downstream asset...Results have been impressive across the board YTD '24, which we think is indicative of a series of smaller achievements around factors like turnaround benchmarking/efficiency and better use of physical integration, but also a change in culture at the company more broadly." — J.P. Morgan, November 2024"

"Analyst: “It’s supposedly when Microsoft did their ChatGPT, supposedly a lot of the annotation was done in Kenya for $3.00 an hour. I mean is there a difference in the kind of annotation you guys do versus that kind of annotation?” Jack Abuhoff: “Yes, there is. There’s a great deal of difference. Some of the early models that have been built kind of go very broad but very narrow. There’s not a great deal of annotation that’s required. Much of what we do is the complex stuff. It’s going deep into subject matter domains, it’s going deep into use cases.” — 1Q23 Earnings Call. Former Employee: “No...that’s the thing I don’t get and that’s why I say they’re spinning. They’re making more out of it than it is...I am sure that [AI] has a role in their company but I think they’re billing themselves as very much an AI company. When [at the] end of the day, 10 years ago they had 5,000 people banging away at keyboards and they still have 5,000 people banging away at keyboards [now].”"

""We see Starboard stake as a positive – We see the news as a positive as the involvement of an activist further validates the opportunity for value creation at Autodesk." — Citi, June 2024. "We believe Autodesk is a good business that has the potential for multiple expansion due to improved execution... most tend to agree that Autodesk is a great company, but one that needs to improve its execution, investor messaging and margins." — RBC Capital, June 2024. "ADSK has close to a monopolistic market position in AEC software and believe an activist can have ADSK increase its focus on efficiency as it undergoes its agency model transition." — Wolfe Research, June 2024. "The company’s billing system transition, transaction model change and recent financial audit all add complexity and uncertainty. Starboard’s involvement may provide an opportunity for investors to gain greater confidence and clarity and for management to engage with investors." — BofA Securities, June 2024."

""We view nearly all aspects of the Red Lobster transaction as not particularly compelling." — UBS, May 20, 2014; "Who Knew Lobsters Had Middle Fingers?" — Janney Capital Markets, May 16, 2014; "Destroying a business and giving it away for free is a familiar practice for CEO Clarence Otis." — Hedgeye, May 16, 2014; "We could get to valuations as high as $3.1billion for [Red Lobster], and, particularly considering how tax-inefficient the transaction will be, believe that it was not the best course of action for shareholders." — Credit Suisse, May 20, 2014; "the taxman stole the show" — Stifel, May 16, 2014; "Management's decision to ignore shareholder concerns and go forth with an undervalued sale of Red Lobster... will likely result in meaningful changes at the board level and among senior management." — Buckingham, May 16, 2014; "Count us among the many who believe DRI is destroying shareholder value with this deal" — New Albion Partners, May 19, 2014"

"The company executed the acquisition of Ströer Interactive Group, including freeXmedia and businessAD, with diligence in every respect. The board of management and supervisory board were fully aware of the special aspects of the transaction in terms of the related party position of the seller and took these into account in a particularly sensitive manner. All legal and valuation issues were examined step by step by legal firms of international repute, and their legality and correctness were documented in expert opinions. The supervisory board was informed of every step taken by the board of management and received detailed written and oral reports from the advisers. The company filed special valuation reports with the commercial register in connection with the capital increase performed during the transaction and made this publicly available at an Extraordinary Shareholder Meeting of the company in March 2013. — Ströer conference call transcript"

""We also have the same information for clients that we lose, so we have our wins and we have our losses, where they go. Unfortunately, there really isn't -- I think we said this numerous times and it hasn't changed, that there really isn't one specific competitor or category, even... I wish could tell you that there is a specific pattern, but there isn't, which is a -- in my opinion, is a good thing. We don't see any one competitor that is creating an enormous problem for us, and we also don't see any one competitor where it is kind of easy pickings for us. I think it is fairly balanced across the board." — Carlos Rodriguez(1); "We typically get between 45% and 50% of our new units from ADP... I think our culture, product, and service -- we end up winning a lot. So, I don't know why that would change in the future, unless something dramatically happens, which I can't imagine what that is." — Scott Scherr (CEO, President, Founder)(3)"

"“We see the numbers, not just every quarter when we have the board meeting here, but we know where the trajectory has been. Then actually when we meet with Bob Jordan and Andrew Watterson, we bring these concerns up... We have years of disdain from leadership, and that’s how labor has been treated... I mentioned the word disdain before and I’m going to say it again because that’s the only way that really we can describe how labor has been treated and SWAPA and our data-driven analysis has been treated. It’s been disregarded. And here we are with an activist investor basically saying everything we’ve said... Right now we just can’t [get behind the Company] because we’re again disdained and there’s very little concern right now at the C-suite, you know, outside of their jobs. There’s not a concern for the employees. And that’s something we can never forget and really won’t.” — SWAPA Leadership, The SWAPA Number Podcast (July 1)"

"“We see the numbers, not just every quarter when we have the board meeting here, but we know where the trajectory has been. Then actually when we meet with Bob Jordan and Andrew Watterson, we bring these concerns up... We have years of disdain from leadership, and that’s how labor has been treated... I mentioned the word disdain before and I’m going to say it again because that’s the only way that really we can describe how labor has been treated and SWAPA and our data-driven analysis has been treated. It’s been disregarded. And here we are with an activist investor basically saying everything we’ve said... Right now we just can’t [get behind the Company] because we’re again disdained and there’s very little concern right now at the C-suite, you know, outside of their jobs. There’s not a concern for the employees. And that’s something we can never forget and really won’t.” — SWAPA Leadership, The SWAPA Number Podcast (July 1)"

"“you’re talking about something that’s definitely much larger when you have to consider all of the control electronics, all of that stuff; you’re talking about room-sized, like garage size basically, maybe a one-car garage.” — Ex-IonQ employee, physicist; “It’s the size of a car plus a table with a desktop where it’s like a classical computer that is plugged in to control all of the quantum hardware. So, it’s like a car plus a separate chair and a computer desk with a classical computer on it.” — Leading quantum computing researcher who has published papers with IonQ’s founders; “They definitely need a medium-sized room to operate because it has to host the system. It has to host the electronics; it has to host the computers that are connecting to that; it has to have a lot of moving parts, like a laptop. It has to have a keyboard; it has to have a monitor.” — Physicist at Google working on their quantum computing effort"

"“We believe the time has come for material changes in leadership here as BOX remains in a “no-man’s land” for investors – not enough growth and not enough margin. We have covered tech/software for 18 years and have never come across a company that is a leader in a $40B TAM and continues to mis-execute so badly. The commentary every quarter of “strong demand”, “sales productivity/enablement improvements” and “solid momentum” in the business have not correlated with decelerating growth across all metrics for a number of quarters. It is also amazing to us the Board of Directors has done nothing to push the issue. We believe this is potentially an activist investor’s dream but with five of the nine board members being founders/VCs we see a bit of a roadblock...Management is now two years into a go-to-market transformation with no indicators pointing to any sign of success. Something must change.” — Craig-Hallum, August 2019"

""We view nearly all aspects of the Red Lobster transaction as not particularly compelling..." — UBS, May 20, 2014; "Who Knew Lobsters Had Middle Fingers?" — Janney Capital Markets, May 16, 2014; "Destroying a business and giving it away for free is a familiar practice for CEO Clarence Otis." — Hedgeye, May 16, 2014; "Management's decision to ignore shareholder concerns and go forth with an undervalued sale of Red Lobster..." — Buckingham, May 16, 2014; "In short, in our eyes, "the taxman stole the show" by taking 25% of the gross proceeds." — Stifel, May 16, 2014; "Count us among the many who believe DRI is destroying shareholder value with this deal to sell Red Lobster for $1.6 billion post tax and transaction costs" — New Albion Partners, May 19, 2014; "It is unconscionable that the Darden Board would allow the Company to sell its Red Lobster business for what amounts to a 'fire sale' price" — Barington, May 19, 2014"

"In the case of SandRidge Energy, Carl Icahn may be just the treatment the company needs.....If one takes a close look at the performance of SandRidge in the cold, hard light of reality, it is difficult to make a case for management or to argue that their performance is serving shareholders well.....Between Oct. 1, 2016 and May 1, 2018, shares in SandRidge fell from $21.27 to $14.35. This means the management and directors at SandRidge have produced a return of -32.5 percent for investors.....When a company is performing as far below industry averages as SandRidge, a shakeup is warranted.....If negative 32 percent is what this board and management can produce after a bankruptcy eliminated most of their legacy issues, it may well be time to let someone else try. — Stuart T. MacDonald, Professor of Finance, University of Central Oklahoma, What is good for you isn’t always pleasant, The Journal Record (May 8, 2018)."

"“Within two, then into three years, BLI will be relegated to a more stagnate position. They're not going to get better, and there's no breakthrough that's coming. We've seen what they've got.” — Board member at a key competitor; “They're not selling many instruments, but their instruments are expensive... If Mission Bio were to sell as many units as Berkeley Lights has placed in total, it'd be a bloody disaster.” — Board member at a key competitor; “There is a small company called Scribe Biosciences... I'm aware of another one, Bioelectronica in Nevada, which is trying to create effectively a low-cost, high-throughput version of the Berkeley Lights platform.” — Former BLI scientist; “For some of the assays that we developed in terms of T cell analysis, there is IsoPlexis that has a system that performs single-cell analysis of cytokines produced by T cells... I think it's also $100k.” — Former BLI scientist"

""The CEO is a headwind to a turnaround. Firing him is the tailwind." — Top 10 Active Shareholder; "I would rate them as the worst-performing management team in the airlines." — Top 10 Active Shareholder; "They need a new look across the board and you are only going to get that with [a CEO] who is not from Southwest." — Top 10 Active Shareholder; "I have zero confidence this team can get this right and certainly not in the timeframe that is needed." — Top 10 Active Shareholder; "Having the current CEO drive the process for a new strategy is not a good idea." — Top 10 Active Shareholder; "You need a really different leader to right the ship." — Top 10 Active Shareholder; "I don’t think this is the right CEO to lead the company and I would view his removal positively." — Top 10 Active Shareholder; "So it is really [the CEO] has not done a good job running the company." — Top 10 Active Shareholder"

"“In 2002, The New York Times published an article about Matthew DiFrisco, an analyst who downgraded Darden's stock to ‘neutral’ from ‘outperform.’ Following the downgrade, Darden's investor relations officer Matthew Stroud canceled a marketing trip with DiFrisco's clients, telling him that he needed to have an ‘outperform’ rating to enjoy such a privilege.” — The New York Times. “Some investors are protesting that Darden's idea of ‘direct engagement’ amounts to returning the phone calls of analysts and investors who agree with its strategy while ignoring calls from dissenters. ‘They've got a history of only engaging with investors and analysts who are supportive of their views,’ said one Darden shareholder, who declined to give his name for fear of retribution from the company. ‘If the board is so convinced [a Red Lobster spinoff] is such a great idea, then put it to a vote.’” — New York Post"

""In 2002, The New York Times published an article about Matthew DiFrisco, an analyst who downgraded Darden's stock to 'neutral' from 'outperform.' Following the downgrade, Darden's investor relations officer Matthew Stroud canceled a marketing trip with DiFrisco's clients, telling him that he needed to have an 'outperform' rating to enjoy such a privilege." — The New York Times. "Some investors are protesting that Darden's idea of 'direct engagement' amounts to returning the phone calls of analysts and investors who agree with its strategy while ignoring calls from dissenters. 'They've got a history of only engaging with investors and analysts who are supportive of their views,' said one Darden shareholder, who declined to give his name for fear of retribution from the company. 'If the board is so convinced [a Red Lobster spinoff] is such a great idea, then put it to a vote.'" — New York Post"

""If you even talk to a guy, whether he expressed interest or not, you always created an opportunity for 5-10 vehicles [in Salesforce]. OEM? 50 - 100 vehicles... The numbers always looked good to the [XL] board, and they looked good to people like you... Me and the other salespeople always talked... I was always skeptical of that—if it’s not legitimate, why the hell are we putting it in?" — XL Former Employee B; "Once a quarter before board meetings, I would find that a bunch of my deals with larger [potential sales] numbers behind them would have been exaggerated substantially in their probability to close: from 25% up to 75%. For that brief week when the board was in town, my deals were at 75%, and I would have nothing to do with that. That was [manager name redacted]. A minimum of four times a year he would exaggerate my pipeline substantially to report to the board." — Former XL Employee A"

"This transaction is troubling from a governance perspective, brings significant additional risks around the balance sheet, integration and channel conflict, and highlights the challenges in FWRD's core business model. — Stephens. [The approximately 40% share price] decline puts significant execution pressure on the company just to recoup such losses, never mind demonstrating that the deal was a risk worth taking in the first place. But it is the questionable governance of the transaction that stands to place FWRD squarely in the sights of activists. — ISS. [W]e believe the rejection of FWRD shares in recent days is more about the board's tactics of exhausting the company's considerable dry powder to bet its future on an asset-light diversification and customer acquisition play, while not offering existing shareholders a voice or vote on the matter before the deal closes. — Susquehanna (SIG)."

"This pattern suggests that Phillips 66’s board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think the board would accept the remedy that Elliott has proposed. — Professor Mark DesJardine, Dartmouth Tuck School of Business; Phillips objects to the Elliott proposal, weakly arguing that it “contravenes well-settled principles of Delaware corporate law and would be highly unlikely to withstand scrutiny in Delaware courts… The problem with this argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips charter or bylaws possible can be construed as preventing directors from voluntarily offering to resign..” — Professor Jonathan Macey, Yale Law School and Yale SOM"

"Effective April 2019, the Company adopted a formal “clawback” policy applicable to annual and long-term incentive awards made to the CEO, CFO and any other key member of executive management as identified by the Board or CEO. Under this policy, the Company may seek to recoup incentive compensation paid to covered employees to the extent that such compensation was granted, vested, or earned based on financial results that the Company is required to restate as a result of material noncompliance with any financial reporting requirement under federal securities laws. In March 2022, the Company expanded the policy to allow recoupment of incentive compensation paid in the event of gross negligence in performance or misconduct resulting in a violation of law or Company policy, where such acts resulted in significant financial or reputational harm to the Company. — 2022 Proxy Statement"

"“Grossman doesn’t have a strategy. This is what concerns me. This is why I don’t own a penny of Nevro. Keith Grossman may have wanted to flip it in six months. If you do not know the neuromodulation space and you’re listening to the Board tell you that Rami [prior CEO] screwed this up. You think, I’ve talked to Kasra Amirdelfan [implanter who is the #1 recipient of Nevro payments*] and David Caraway, their Chief Medical Officer, these guys are high on it. I can come in here and look like a rock star and just not be an [redacted] like Rami, and I can flip this thing in no time because I know the investment community because of my history. I would bet that that’s about the due diligence that Keith Grossman did, and he was sold hook, line, and sinker. Now he’s going to have to roll up his sleeves and say, ‘What do I do with this thing?’” — Longtime C-level executive in the space"

""On March 19, 2014 the company announced several changes to its bylaws which would ‘update the bylaws to address current market practices.’ However, some of the bylaw changes appear to go beyond modernization, and—in the context of an extant challenge from shareholders—call into question the board’s motivation....the nature of these particular changes, coupled with the last-minute cancelation of its formerly annual 2-day analyst conference in March, may suggest cause for concern to shareholders." — ISS; "[S]ome investors are protesting that Darden’s idea of ‘direct engagement’ amounts to returning the phone calls of analysts and investors who agree with its strategy while ignoring calls from dissenters. ‘They’ve got a history of only engaging with investors and analysts who are supportive of their views,’ said one Darden shareholder, who declined to give his" — New York Post"

"Michael Gambardella: “Yes, good afternoon. Another question for Mr. Kleinfeld. Since you've been on the Board for almost 5 years now, you have had a say in some of the strategic issues of the company. But since you have taken the role of President, Chief Operating Officer [October 2007], you have gotten into a lot of the segments in a nitty gritty way. What, if you were the CEO of the company what would be the one thing that you would change in the way the company is run today to try to maximize value for the shareholder?” Klaus Kleinfeld: “Right. Michael, the good news is – I mean, we have a team here that's really working together as a very, very close team. And frankly, I mean, I would most likely not have come on board if that wouldn't have been the case. So I feel a good bit of responsibility of, what we are currently doing.” — Dr. Klaus Kleinfeld, April 7, 2008"

""Disney Chief Executive Officer Bob Iger has at least a cordial relationship with ValueAct CEO Mason Morfit, who is married to actress Jordana Brewster. Known for her role in the Fast & Furious films, Brewster has owned a home near Iger in the tony Brentwood neighborhood of Los Angeles. Iger and Morfit have gone on hikes together, according to the people, while Morfit and Brewster attended a screening of the Disney film Flamin' Hot in Los Angeles last summer." — Bloomberg, November 2023; "I have known Bob Iger since the time of our Fox investment (he was across the table during the Fox / Disney deal discussions in 2017). Over the years, I have used him as a sounding board for our investments in New York Times, Nintendo and a few others...I got excited when he returned to Disney a little over a year ago..." — Mason Morfit, ValueAct Co-CEO and CIO, January 2024"

"Disney Chief Executive Officer Bob Iger has at least a cordial relationship with ValueAct CEO Mason Morfit, who is married to actress Jordana Brewster. Known for her role in the Fast & Furious films, Brewster has owned a home near Iger in the tony Brentwood neighborhood of Los Angeles. Iger and Morfit have gone on hikes together, according to the people, while Morfit and Brewster attended a screening of the Disney film Flamin' Hot in Los Angeles last summer. — Bloomberg, November 2023; I have known Bob Iger since the time of our Fox investment (he was across the table during the Fox / Disney deal discussions in 2017). Over the years, I have used him as a sounding board for our investments in New York Times, Nintendo and a few others...I got excited when he returned to Disney a little over a year ago... — Mason Morfit, ValueAct Co-CEO and CIO, January 2024"

"“Grossman doesn't have a strategy. This is what concerns me. This is why I don't own a penny of Nevro. Keith Grossman may have wanted to flip it in six months... I would bet that that's about the due diligence that Keith Grossman did, and he was sold hook, line, and sinker. Now he's going to have to roll up his sleeves and say, ‘What do I do with this thing?’” — Longtime C-level executive in the space; “Grossman has a history of working with Bess Weatherman of Warburg Pincus who’s on the board... They move some people in, move some people out, but at the end of the day, they really control cost. They don’t really add true value and that’s kind of how I see Grossman... I’m very underwhelmed... I don’t think there’s a long-term plan there... Nevro has boxed themselves into a corner and now they’ll die of a thousand cuts...” — Former Nevro executive"