Callouts & quotes from 178+ activist slides

"I would like to touch on the management fee reduction we announced in December. First of all, the Erie Indemnity Company Board of Directors sees the management fee as a tool to balance the interest of the shareholders, of the Erie Indemnity Company with the policyholders of the exchange. Keep in mind the exchange assumes 94.5% of the total underwriting risk and is the only corporate customer of the Erie Indemnity Company. Given the strong revenues and earnings growth of the Erie Indemnity Company and the underwriting loses we are experiencing at the exchange, the Board opted this past December to reduce the management fee from 25 to 24. — Jeffrey Ludrof, Former President"

""The CEO should not try to be the board members' best friend. Some believe that by keeping up an extensive schedule of private dinners and special events with directors, a CEO can build an atmosphere of rapport and friendship that will carry over into the boardroom. But the board is not the CEO's friend — it is the CEO's boss. The board of directors is not just a collection of individuals — it is an institution with a responsibility for representing the interests of shareholders. Friendship should never allow a CEO to get concurrence when it otherwise wouldn't be coming." — Harvey Golub, Shareholder Nominee, Former Chairman & CEO American Express, September 2009"

""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; "The problem with [Phillips 66's] 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 66 charter or bylaws possibly can be construed as preventing directors from voluntarily offering to resign." — Professor Jonathan Macey"

""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; "The problem with [Phillips 66’s] 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 66 charter or bylaws possibly can be construed as preventing directors from voluntarily offering to resign." — Professor Jonathan Macey"

""Southwest has lost the passion for low-cost, low-fare air travel." — Ryanair CEO Michael O'Leary, March 2024; "Costs are the real glaring issue at Southwest as they over-hired (23% more headcount vs. '19) during the recovery phase and have seen productivity decline (capacity is up 13.8% vs. '19)..." — Melius, January 2024; "Southwest is tied (with United) for the most growth, but its unit cost inflation is still worse than all others." — J.P. Morgan, July 2023; "When [CEO Bob Jordan] came to the SWAPA Board of Directors meeting, he said specifically that operations wasn't his strong suit." — SWAPA President Casey Murray, August 2022"

""Southwest has lost the passion for low-cost, low-fare air travel." — Ryanair CEO Michael O'Leary, March 2024; "Costs are the real glaring issue at Southwest as they over-hired (23% more headcount vs. '19) during the recovery phase and have seen productivity decline (capacity is up 13.8% vs. '19)..." — Melius, January 2024; "Southwest is tied (with United) for the most growth, but its unit cost inflation is still worse than all others." — J.P. Morgan, July 2023; "When [CEO Bob Jordan] came to the SWAPA Board of Directors meeting, he said specifically that operations wasn't his strong suit." — SWAPA President Casey Murray, August 2022"

""Southwest has lost the passion for low-cost, low-fare air travel." — Ryanair CEO Michael O'Leary, March 2024; "Costs are the real glaring issue at Southwest as they over-hired (23% more headcount vs. '19) during the recovery phase and have seen productivity decline (capacity is up 13.8% vs. '19)..." — Melius, January 2024; "Southwest is tied (with United) for the most growth, but its unit cost inflation is still worse than all others." — J.P. Morgan, July 2023; "When [CEO Bob Jordan] came to the SWAPA Board of Directors meeting, he said specifically that operations wasn't his strong suit." — SWAPA President Casey Murray, August 2022"

"We appreciate and are humbled by the support our slate received from our fellow shareholders, Dye & Durham employees and leading proxy advisory firms. We do not take this edict lightly and are committed to delivering on the promises we made. We also want to thank the outgoing directors for their professionalism and assistance in effectuating a smooth transition in the best interests of all stakeholders. Looking ahead, we are excited to work with the Company's employees to better serve our customers, improve the Company's culture and create enduring value for shareholders. — Arnaud Ajdler, Founder and Portfolio Manager of Engine"

"Southwest has lost the passion for low-cost, low-fare air travel. — Ryanair CEO Michael O'Leary, March 2024; Costs are the real glaring issue at Southwest as they over-hired (23% more headcount vs. '19) during the recovery phase and have seen productivity decline (capacity is up 13.8% vs. '19)... — Melius, January 2024; Southwest is tied (with United) for the most growth, but its unit cost inflation is still worse than all others. — J.P. Morgan, July 2023; When [CEO Bob Jordan] came to the SWAPA Board of Directors meeting, he said specifically that operations wasn't his strong suit. — SWAPA President Casey Murray, August 2022"

"Southwest has lost the passion for low-cost, low-fare air travel. — Ryanair CEO Michael O'Leary, March 2024; Costs are the real glaring issue at Southwest as they over-hired (23% more headcount vs. '19) during the recovery phase and have seen productivity decline (capacity is up 13.8% vs. '19)... — Melius, January 2024; Southwest is tied (with United) for the most growth, but its unit cost inflation is still worse than all others. — J.P. Morgan, July 2023; When [CEO Bob Jordan] came to the SWAPA Board of Directors meeting, he said specifically that operations wasn’t his strong suit. — SWAPA President Casey Murray, August 2022"

"“The Executive Committee shall consist of the Chairman and Chief Executive Officer and not less than four other directors who shall from time to time be appointed by the Board of Directors. The Executive Committee shall have and exercise in the intervals between the meetings of the Board of Directors all the powers of the Board of Directors, except as prohibited by applicable law. All acts done and powers conferred by the Executive Committee from time to time shall be deemed to be, and may be certified as being, done and conferred under authority of the Board of Directors” — BlackRock, Article of Association"

""The Executive Committee shall consist of the Chairman and Chief Executive Officer and not less than four other directors who shall from time to time be appointed by the Board of Directors. The Executive Committee shall have and exercise in the intervals between the meetings of the Board of Directors all the powers of the Board of Directors, except as prohibited by applicable law. All acts done and powers conferred by the Executive Committee from time to time shall be deemed to be, and may be certified as being, done and conferred under authority of the Board of Directors" — BlackRock, Article of Association"

""We believe board independence is essential to good corporate governance. In addition to having a board's majority made up of independent members, we generally prefer an independent board chair" — Capital Group. "Northern Trust generally leaves the choice of chairman to the board's discretion... Northern Trust will vote case by case on whether to support shareholder resolutions seeking the separation of chairman and CEO" — Northern Trust. "MFS believes boards should include some form of independent leadership responsible for amplifying the views of independent directors and setting meeting agendas" — MFS."

"The plan provides that targets for 100% achievement should be challenging and ambitious, but also realistic and attainable such that it is possible to achieve and exceed them. The impact of over- or under-achieving targets on the annual incentive can be significant. The company and Board of Directors therefore approach the target setting process with care and consideration. We believe targets are set consistently with the philosophy of the POBS Plus plan that they be challenging and ambitious. In the last five years the average target achievement for named executive officers was 107% — Proxy st"

"The plan provides that targets for 100% achievement should be challenging and ambitious, but also realistic and attainable such that it is possible to achieve and exceed them. The impact of over- or under-achieving targets on the annual incentive can be significant. The company and Board of Directors therefore approach the target setting process with care and consideration. We believe targets are set consistently with the philosophy of the POBS Plus plan that they be challenging and ambitious. In the last five years the average target achievement for named executive officers was 107% — Proxy st"

"As CFO, she only served for a short time at a private company and she lacks management experience — Kao Corporation. Lack of in-depth understanding and advisory experience with Japanese companies — Kao Corporation. The Board of Directors has not designated Financial expertise as an area to be additionally strengthened at this time, considering the adequate composition of the board of directors proposed by the Company — Kao Corporation. At the document screening stage, it was confirmed that (...) her expertise and career do not align with the needs of the Company — Kao Corporation."

"“As stakeholders in Solvay we demand that the Board of Directors publicly states that the Company commits to bring its Rosignano plant fully in line with the strictest requirements of the UN Sustainable development goals (SDGs), with reference to SDG 14 (“Conserve and sustainably use the oceans, seas and marine resources for sustainable development”) and SDG 14 Target 14.1 (“By 2025, prevent and significantly reduce marine pollution of all kinds, particularly from land-based activities, including marine debris and nutrient pollution”)” — UN PRI Collaboration Platform Petition"

"For instance, at The Procter & Gamble Company ("P&G"), a household products company where Mr. Peltz served on the board of directors from 2018 until 2022, he helped P&G develop and oversee a "Four-Year Overhaul" that resulted in P&G "making several dramatic changes to help improve performance" and "streamlin[ing] its operations from 10 business units to six, improv[ing] its earnings growth, clear[ing] out bureaucracy and increas[ing] accountability." — Source: Article titled "Peltz to Depart P&G Board, Capping Nearly Four-Year Overhaul," published August 5, 2021 by Bloomberg."

"For instance, at The Procter & Gamble Company ("P&G"), a household products company where Mr. Peltz served on the board of directors from 2018 until 2022, he helped P&G develop and oversee a "Four-Year Overhaul" that resulted in P&G "making several dramatic changes to help improve performance" and "streamlin[ing] its operations from 10 business units to six, improv[ing] its earnings growth, clear[ing] out bureaucracy and increas[ing] accountability." — Source: Article titled "Peltz to Depart P&G Board, Capping Nearly Four-Year Overhaul," published August 5, 2021 by Bloomberg."

"“These consolidated financial statements have been prepared on a going concern basis notwithstanding the net current liabilities as at March 31, 2016 because the directors of the Company are of the opinion that based on the unconditional banking facilities of RMB 11,231,622,000 not utilised by the Group as of the date of issue of these consolidated financial statements, the Group would have adequate funds to meet its liabilities as and when they fall due at least twelve months from the end of the reporting” — KPMG (Huishan's auditor) disclosure in notes to the financials."

"Given the lack of change in management and lack of sustained growth, the board has not done a good job of oversight — Foreign Buyside Analyst; The board of directors is not independent... they are doing things in a half-hearted way — Domestic Sellside Analyst; CPG is a street fight at the shelf...How do you do that with a largely Japanese board that has nobody from marketing, nobody from E-Com, nobody from supply chain on there? — Foreign Buyside Analyst; Even the director with the most international experience is not from the consumer sector — Domestic Sellside analyst"

"“you would be very unlikely to see us overnight, going and exploding the leverage profile of this business.” — Burford Management; “I think we have you know, at least I have largely been focused on public investors and on rebutting the various,” — Burford CEO; “We are, after all, a firm run by lawyers.” — Burford Management; “The line in our report today was more about the prospect that, you know, in the in the relatively near term, we suspect, well, we believe that one of our existing directors is likely to retire from the board and be replaced.” — Burford Management"

"“The SEC has recently confirmed, with little further guidance, that in fact fair value is not intended to be a ‘fire sale’ price. In In Re Parnassus Investments, an administrative law judge found that the fund had violated the requirement that the fund’s board of directors fair value restricted securities in good faith. Respondent had argued that the ‘current sale’ requirement was tantamount to a ‘fire sale.’ The judge responded that ‘[r]espondents are correct in that fire sale pricing was never the intention of the Commission.” — SEC/In Re Parnassus Investments"

""The Company had capital expenditures with Floor & Decor Holdings, Inc., a specialty retail vendor in the flooring market. These capital expenditures amounted to $0.1 million, $0.6 million, and $0.4 million in fiscal 2023, fiscal 2022, and fiscal 2021, respectively, and were recorded as property and equipment, net on the consolidated balance sheets. During these fiscal years, certain members of the Company's board of directors either served on the board of directors or as an executive officer at Floor & Decor Holdings, Inc." — Boot Barn Proxy Statement"

"As stakeholders in Solvay we demand that the Board of Directors publicly states that the Company commits to bring its Rosignano plant fully in line with the strictest requirements of the UN Sustainable development goals (SDGs), with reference to SDG 14 (“Conserve and sustainably use the oceans, seas and marine resources for sustainable development”) and SDG 14 Target 14.1 (“By 2025, prevent and significantly reduce marine pollution of all kinds, particularly from land-based activities, including marine debris and nutrient pollution”)"

""With Kao's world-class brands, the Company can, and should, be a global leader. However, unlocking this potential requires an ambitious, growth-oriented strategy led by an independent and highly-qualified Board. Shareholders now face a clear choice: support the election of outside directors with the expertise needed to drive growth, or maintain the status quo. There is no downside risk -- only the opportunity to strengthen Kao's leadership, focus, and strategic direction." — Seth Fischer, Founder & Chief Investment Officer of Oasis"

""Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, 1/8/15; "Trian’s presence on the Board will create substantial risk in Heinz’s ability to deliver value to all shareholders" — Heinz (6/06); "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." — Bill Johnson, CEO Magazine (3/08)"

""Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, 1/8/15; "Trian's presence on the Board will create substantial risk in Heinz's ability to deliver value to all shareholders" — Heinz (6/06); "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." — Bill Johnson, CEO Magazine (3/08)"

"As of December 31, 2022, we own a 36 % interest in Sairopa. We determined that we have the ability to exercise significant influence over Sairopa but do not have a controlling interest. Therefore, the investment in Sairopa was accounted for using the equity method. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, and participation in policy-making decisions. — Chinook 2022 10-K pg. 113"

"“The ‘strategic partnership,’ however, is a sham designed to lock up a significant portion of the vote in favor of the Board’s recommended slate of directors. Specifically, simultaneous with the announcement of the Investment Agreement, the Board announced plans to use the proceeds to launch a ‘Dutch Auction’ self-tender to purchase $500 million of common stock in the open market, indicating the Company had no operational need to raise capital.” — Building Trades Pension Fund of Western Pennsylvania (Complaint)"

"On May 3, 2022, the Company's board of directors amended the share repurchase program adopted on March 4, 2022 to increase the aggregate amount the Company is permitted to repurchase from an aggregate amount of up to $150m to an aggregate amount of up to $600m of the Company's common stock. Additionally on May 3, 2022, the Company's board of directors adopted a dividend policy. Pursuant to this policy, the board intends to pay aggregate cash dividends of $1.50 per share of common stock per year. — Source"

"“BlackRock clearly stated that climate risk is an investment risk, but actions speak louder than words. The appointment of the CEO of the world’s largest oil producer to BlackRock’s board undermines its own stated climate commitments. At a time when financial institutions need to take a collective approach to addressing the financial risks from climate change, BlackRock shareholders expect climate-competent, not climate-conflicted, directors” — Brad Lander, the New York City Comptroller, 19 July 2023"

""The new governance is a concern to us, the risk of dismantling and governance that would not take into account the shareholders' interest may cause Vivendi to consider as permitted by law, to request the convening of a Shareholders' Meeting to propose to reorganize the board of directors." — Arnaud de Puyfontaine, Vivendi CEO, May 17, 2018; "A Board with any single party in control faces the likely prospect of continued proxy challenges by the other party." — Vivendi Presentation, February 25, 2019"

"BlackRock clearly stated that climate risk is an investment risk, but actions speak louder than words. The appointment of the CEO of the world’s largest oil producer to BlackRock’s board undermines its own stated climate commitments. At a time when financial institutions need to take a collective approach to addressing the financial risks from climate change, BlackRock shareholders expect climate-competent, not climate-conflicted, directors — Brad Lander, the New York City Comptroller, 19 July 2023"

"“There are very few technical challenges at iRhythm, but many procedural and political ones. Decision making is terrible. Inconvenient truths are hidden under Directors and hand-waved away to be fixed later - the result is significant technical debt (in my opinion) in the core products while trying to scale. These problems are surmountable, but not with current leadership, and not without holding middle-management accountable for performance.” — Engineering Lead, iRhythm, Glassdoor, 11/14/24"

""We have reviewed the procedures used by the Board of Directors in arriving at its estimate of value of such investments and have inspected underlying documentation, and, in the circumstances, we believe the procedures are reasonable and the documentation appropriate." — Arthur Andersen LLP (previous audit language). "[W]e have written that we believe these allegations are unfounded and uninformed and have attempted to produce as much factual rebuttal as possible." — Merrill Lynch report."

"“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.” — Craig-Hallum"

""I said to another CEO, who I won't name who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first directors I'd ask to serve because he is an insightful, communicative, enthusiastic, energetic and available director." — William R. Johnson, Former Chairman and CEO, H. J. Heinz Company, current Director of Emerson Electric Co., United Parcel Service, Inc. and PepsiCo, Inc., and current Trian Advisory Partner"

"I said to another CEO, who I won’t name who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first directors I’d ask to serve because he is an insightful, communicative, enthusiastic, energetic and available director. — William R. Johnson, Former Chairman and CEO, H. J. Heinz Company, current Director of Emerson Electric Co., United Parcel Service, Inc. and PepsiCo, Inc., and current Trian Advisory Partner"

"I said to another CEO, who I won’t name who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first directors I’d ask to serve because he is an insightful, communicative, enthusiastic, energetic and available director. — William R. Johnson, Former Chairman and CEO, H. J. Heinz Company, current Director of Emerson Electric Co., United Parcel Service, Inc. and PepsiCo, Inc., and current Trian Advisory Partner"

"So long as the Apollo parties own a number of shares equal to 5% of the total outstanding shares of our common stock at closing, the Apollo parties are obligated to vote all of their shares as recommended by our board of directors with respect to routine matters (including contested or uncontested elections of directors, “say on pay” votes, approval of equity compensation plans and ratification of the selection of HGV’s auditors). — HGV Proxy Statement"

""We welcome Trian’s return as a significant Legg Mason shareholder and the addition of Nelson and Ed to our Board of Directors. Their experience in the asset management industry will be valuable as we pursue our common goal to increase value for Legg Mason clients and shareholders. We look forward to working closely and constructively with Nelson and Ed to achieve this objective." — Joseph A. Sullivan, Legg Mason's Chairman and Chief Executive Officer"

""These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders. We have had this strategic transformation, as my remarks noted, underway, really going back...since I became Chairman...In fact, Elliott got on the train after it really left the station...This is a culmination of a multi year strategy..." — John Hess, March 2013"

""Hess Corporation (NYSE: HES) announced today the election of former U.S. Senator Sam Nunn to its Board of Directors." — Press release August 2, 2012; "We are also adding...directors to the board. Last August, we met with a search firm to begin identifying candidates.... Before I continue, I would like to recognize our existing directors...former Senator Sam Nunn...will be retiring from our board." — John Hess, March 2013"

"“Victoria is a dynamic leader who has played a critical role in managing transactions that have advanced growth and shareholder value,” said Nate Davis, Chief Executive Officer and Chairman of the K12 Inc. Board of Directors. “Her depth of experience in finance, IT, and in streamlining operations coupled with her love for education enhances the skills, mix, and diversity of thought in our Board.” — Nate Davis, K12 Inc."

"Ballard will contribute approximately $1.0 million for its 10% interest in JVCo. Under the terms of the agreement, Ballard has the right to appoint one of the three JVCo board directors and Ballard's CEO was appointed to the board of JVCo effective as of closing. Ballard has veto rights over certain key JVCo decisions and has no further obligation to provide future funding to JVCo. — Ballard Press Release, Oct 2016"

"“RESOLVED, that stockholders request that the Board adopt an annual election policy for directors, requiring each incumbent director... to deliver to the Board a letter of resignation effective at the next annual meeting of stockholders...” — Phillips 66 Proxy Statement. “Elliott's lawsuit further exhibits its lack of transparency and preference for theatrics over engagement.” — Phillips 66's April 24 Letter."

""We continue to remain focused as a Company and our Board of Directors on deleveraging. I think that when you look at our targets going out 2015 and 2016, our leverage ratios during that time period, particularly when you take into account an IPO during that time period, that our leverage ratios go to our long-time stated objective of 2.0 times our EBITDA." — Peter Huntsman, President & CEO, September 2013"

""The Board of Directors shall have the exclusive power and authority to administer, interpret and apply this Agreement...All such actions, calculations, interpretations and determinations done or made by the Board of Directors in good faith shall (i) be final, conclusive and binding...and (ii) not subject any member of the Board of Directors to any liability to the holder of Rights" — HMA 8K May 24, 2013"

"“Third Point was the largest pre-transaction shareholder at ~60 million shares and the architect of the 2012 Board reorganization (which we continue to applaud),” and, later, “With its 2012 reorganization, Third Point brought a shareholder advocate and adult supervision to the table.” — Gabelli & Co. report; “These were good directors, and they were part of needed change at Yahoo!.” — The New York Times"

"Stockholders may use information about corporate mismanagement, waste, or wrongdoing in several ways. For example, they may “seek an audience with the board [or directors] to discuss proposed reform or, failing in that, they may prepare a stockholder resolution for the next annual meeting, or mount a proxy fight to elect new directors.” — Seinfeld, 909 A.2d at 119-20 (quoting Saito, 806 A.2d at 117)."

"RESOLVED, that stockholders request that the Board adopt an annual election policy for directors, requiring each incumbent director... to deliver to the Board a letter of resignation effective at the next annual meeting of stockholders. — Elliott Proposal 6. Elliott's lawsuit further exhibits its lack of transparency and preference for theatrics over engagement. — Phillips 66's April 24 Letter."

""The officers of the Corporation shall be elected by the Board of Directors and shall include a Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary. The Board of Directors of the Corporation, in its discretion, may also elect a Chairman of the Board of Directors (who must be a director)..." — BlackRock, Bylaws, Article IV – Officers – 4.1 designation"

"The officers of the Corporation shall be elected by the Board of Directors and shall include a Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary. The Board of Directors of the Corporation, in its discretion, may also elect a Chairman of the Board of Directors (who must be a director)... — BlackRock, Bylaws, Article IV – Officers – 4.1 designation"

"“too many inexperienced directors” — Former Chair Brian Derksen. “too many unengaged directors” — Former Chair Brian Derksen. “[Plantro/OneMove] use their nominating rights to nominate better director candidates [than Ronnie Wahi and Ted Prittie]. Today neither nominated directors have appropriate public board experience or level of engagement” — Former Chair Brian Derksen."

""I said to another CEO...who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I'd ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." — Bill Johnson (CEO from 1998-2013, Trian Advisory Partner Since 2015), CEO Magazine, March 2008"

"Nepotism, Cronyism, Incestuous...you'll find whole families working here- Mom, Dad, Son etc., BEWARE! ... Many of the Directors and Senior Leadership are incompetent but have "connections" so despite their ineptness they somehow manage to maintain leadership positions and some of their husbands or ex-husband works there too! — Anonymous Employee (Glassdoor)"

"The Internal Audit team as directed by and under the supervision of the Audit Committee of the Board of Directors (the "Audit Committee") uncovered no evidence that supports the allegations mentioned. The Audit Committee has reviewed the result of the investigation and concurred with the conclusion that the allegations were baseless. — TAL Education Group"

"For the year ended December 31, 2021, approximately 3% of our TPV was processed by collection agents that are owned either by our employees or certain of our directors, and in 2020, approximately 5% of our TPV was processed by collection agents that are owned either by our employees or certain of our directors. — Dlocal, 2021 20-F, p. 29"

"Moreover, we find that the compensation provided by Elliott to their nominees is consistent and comparable to that of the company's continuing directors; specifically, continuing directors have similar upside potential on historical share grants received during their tenure as directors. — David H. Batchelder, Relational Investors LLC"