Callouts & quotes from 117+ activist slides

"General Recommendation: generally, vote FOR shareholder proposals requiring that the Board Chair position be filled by an Independent Director, taking into consideration the following: the scope and rationale of the proposal; the company's current Board leadership structure; the company's governance structure and practices; company performance; and any other relevant factors that may be applicable. — ISS United States - Proxy Voting Guidelines"

""This pattern suggests that Phillips 66's board is using these repeated proposals as a shield against activism while failing to deliver tangible governance reform that shareholders clearly seem to support," Prof. DesJardine wrote: "If the desire to declassify is genuine, one would think the board would accept the remedy that Elliott has proposed." — Mark DesJardine, associate professor at Dartmouth's Tuck School of Business"

"Second of all, I bring 45 years of experience in the energy business to this, along with board experience and governance. This is a company that has good people, has a rich history, and great assets that don't necessarily belong together. So, I'm excited for the opportunity. I'm excited to bring my experience one more time to the game. And I think the opportunity here could not be clearer. — Sig Cornelius"

"According to ISS, “Governance QualityScore uses a numeric, decile-based score that indicates a company’s governance risk relative to their index or region. A score in the 1st decile (QS:1) indicates relatively higher quality governance practices and relatively lower governance risk, and, conversely, a score in the 10th decile (QS:10) indicates relatively higher governance risk.” — ISS"

""The report issued by Muddy Waters contains many inaccuracies, omissions, fabrications, and unsubstantiated claims..." — Orient Paper. "We are committed to a high level of corporate governance and stand by the integrity of our company..." — Allen Chan, Chairman and CEO of Sino-Forest. "We categorically reject their allegations as inaccurate, unreliable and misleading." — Noble Group."

""Success and succession are fundamentally different objectives for CEOs. Someone in Mr. Iger's seat has too many competing interests and conflicting incentives to handle both... the guy who gets you lost in the woods isn't the right guy to find your way out." — Charles Elson, Founding Director of the University of Delaware's Weinberg Center for Corporate Governance, December 2022"

"“Darden’s portrayal of itself as a company that is strongly committed to shareholder engagement, that welcomes shareholder input and that values the views of shareholders rings somewhat hollow, to our ears, considering the Company’s corporate governance policies and its track record of dealing with investors and analysts who have been critical of the Company.” — Glass Lewis"

"“We’re supportive of the new draft MBO guidelines which increase minority shareholder protection. We believe these guidelines and other such measures focused on improving corporate governance will improve Japan’s capital markets as an investment destination,” Seth Fischer, Chief Investment Officer of Oasis Management in Hong Kong, told this news service. — Seth Fischer"

"“I would not put him very high on that list. But he's Taiwanese. He's a Taiwanese entrepreneur... he doesn't really care much about corporate governance per se.” — MPWR's Early Executive; “Michael (CEO) doesn't like people asking questions he doesn't like. And Alan was doing his job as audit chairman and sort of rocked the boat too much.” — MPWR's Early Executive"

"“the majority of the operations...are believed to have been carried out by the pioneering surgeon Sir Magdi Yacoub.” — The Guardian (implied context) / “Sir Magdi recognises he was the man for a time when clinical governance was less tight and ethical positions still fluid. Would his pioneering be possible today? Definitely not, he says.” — BMA’s The Doctor"

"“As part of our fiduciary duty to our clients, we consider it one of our responsibilities to promote sound corporate governance as an informed, engaged shareholder on their behalf. At BlackRock, this is the responsibility of the BlackRock Investment Stewardship (BIS) team” — BlackRock Investment Stewardship - Global Principles Effective as of January 2024"

"“As part of our fiduciary duty to our clients, we consider it one of our responsibilities to promote sound corporate governance as an informed, engaged shareholder on their behalf. At BlackRock, this is the responsibility of the BlackRock Investment Stewardship (BIS) team” — BlackRock Investment Stewardship - Global Principles Effective as of January 2024"

"We supported Mr. Pease’s appointment to the Board, in part because we were encouraged by his outlook on corporate governance. For example, during the interview process with us, Mr. Pease shared the very clear and widely held view that having a CEO also serve as Board Chair was detrimental to a company in need of change. — Elliott Investment Management"

"I am choosing to devote my time and energy to this effort because I believe Phillips 66 is not only a strong investment, but also a company where my support for Elliott's campaign can make a difference for employees and investors alike. I have been disappointed by what I see as a breakdown in effective corporate governance at Phillips 66. — Greg Goff"

"I am choosing to devote my time and energy to this effort because I believe Phillips 66 is not only a strong investment, but also a company where my support for Elliott’s campaign can make a difference for employees and investors alike. I have been disappointed by what I see as a breakdown in effective corporate governance at Phillips 66. — Greg Goff"

"“We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests” — BlackRock Proxy Voting Guidelines for US securities"

""Investors suffer in the Vincent Bolloré game of thrones. . . . it begs the question of whether others should go along on his opaque quest." — John Gapper, Financial Times, April 13, 2016; "Shareholders who want transparency, certainty, and good corporate governance should probably look elsewhere." — Leila Abboud, Bloomberg, December 16, 2015"

"We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests — BlackRock Proxy Voting Guidelines for US securities"

"If Arconic's board is so ‘uniquely positioned’ to steer the company in the right direction, why did it wait until after Elliott raised some of these issues to do something about them? Alcoa seems to have found the time to improve its corporate governance following the split in November. — Brooke Sutherland, Bloomberg, March 6, 2017"

""I have been disappointed by what I see as a breakdown in effective corporate governance at Phillips 66." — Greg Goff; "I firmly believe the company can restore its prior stature as a leader in the energy industry, but only if it makes the kinds of operational and strategic changes that are urgently needed." — Greg Goff"

""proven track records of operational efficiency, complementary service territories and strong regulatory compliance." — WTRG Deal Announcement; "a strong system of internal governance and controls," and "a significant emphasis on value added through in-house asset management." — SteelRiver Infrastructure Partners"

"DTT has informed the Company in its resignation letter that it was no longer able to rely on the representations of management and that it had lost confidence in the commitment of the Board and the Audit Committee to good governance and reliable financial reporting. — Deloitte Touche Tohmatsu (DTT)"

"“Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation...” — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

""Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation..." — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

"“Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation...” — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

"In the spirit of transparency and strong corporate governance, we encourage you to gather all of the facts, assess these questions holistically and independently and reach your own conclusions. Sincerely, Independent Directors of the Phillips 66 Board of Directors — Phillips 66's April 24 Letter"

"Toyota is a customer and there are governance concerns (about whether there are incentives to increase profits) for vehicle, engine and parts operations with low profits, which is currently a discount factor. A focus is whether or not there will be business reorganisation. — UBS, May 2, 2025"

""in the future, consistent with the Company's Corporate Governance Guidelines it is the Board of Director's intention to separate the positions of Chair and CEO and that the position of Chair shall be held by an independent director on the Board of Directors." — Office Depot 2011 Proxy"

"The appointment of director candidates, the nomination or removal of the representative director and executive directors, and decisions on the responsibilities of managing directors shall be based on a motion submitted by the Company president. — Keisei Corporate Governance Report"

"Such a blanket conclusion does not appear to be supportable. Section 303A.02(a) requires a board to make independence determinations based on all relevant facts and circumstances. — NYSE Listed Company Manual Section 303A Corporate Governance Standards Frequently Asked Questions"

"The corporate governance/stewardship superiority or the cloak that BlackRock appears to adorn itself with, is reminiscent of Hans Christian Andersen's tale 'The Emperor's New Clothes': within the industry, BlackRock stands naked, indefensible, and shameless."

"be available to shareholders should they have any concerns that the normal channel of approaching the Chair, Group CEO, or Chief Financial Officer has failed to resolve or where such contact would not be appropriate — Aviva Corporate Governance Policy"

"“I believe a sustained and rigorous focus on strategy and its execution, combined with a robust corporate governance structure, can help Hess maximize long term value for shareholders. I am excited to help Hess accomplish these goals.” — Rodney Chase"

"Simpson Oil remains committed to the core energy industry and will continue to invest and participate in companies in the industry that adopt strong corporate governance practices and prioritize the interests of shareholders. — Simpson Press Release"

""To meet our clients' needs, we believe the companies we invest in should similarly be focused on achieving sustainable returns over the longer term. Good corporate governance is critical to that goal" — CEO Larry Fink, 2014 Letter to CEOs"

""To meet our clients' needs, we believe the companies we invest in should similarly be focused on achieving sustainable returns over the longer term. Good corporate governance is critical to that goal" — CEO Larry Fink, 2014 Letter to CEOs"

"Glass Lewis believes that separating the roles of CEO (or, more rarely, another executive position) and Chair creates a better governance structure than a combined CEO/Chair position. — Glass Lewis 2024 Benchmark Policy Guidelines"

"Glass Lewis believes that separating the roles of CEO (or, more rarely, another executive position) and Chair creates a better governance structure than a combined CEO/Chair position. — Glass Lewis 2024 Benchmark Policy Guidelines"

""The Box Board remains unified in its ongoing commitment to acting in the best interests of all stockholders, and to ensuring Box benefits from world-class corporate governance and oversight." — Box Press Release, May 17, 2021"

"It is almost amazing anyone would claim that “holds itself to the highest standards of corporate governance, transparency, and integrity” with a straight face under these circumstances. — IQE response to ShadowFall"

""The Company has been deficient in linking executive pay to corporate performance" — Glass Lewis. "ISS has given Darden a governance Quickscore of 10, indicating the HIGHEST POSSIBLE GOVERNANCE RISK" — ISS."

"“The Company has been deficient in linking executive pay to corporate performance” — Glass Lewis. "ISS has given Darden a governance Quickscore of 10, indicating the HIGHEST POSSIBLE GOVERNANCE RISK" — ISS."

"Martin Cremers, K.J. and Nair, V.B., April 2004. "Governance Mechanisms and Equity Prices" Yale International Center for Finance (ICF) and New York University Center for Law and Business Research — Footnote"

"I was particularly annoyed about the shameless allegation that Ströer did not have any proper corporate governance and that the supervisory board was not independent. Intolerable effrontery! — Udo Müller"

"“All members of audit, compensation, and nominating/governance board committees should be independent” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"

"“All members of audit, compensation, and nominating/governance board committees should be independent” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"

"“unlike actively managed funds, which can and do sell the stock of a company they perceive as having poor corporate governance, index funds are the ultimate long- term investors” — Mr. Fink"

""Having a classified board is not an accountability issue for Alcoa. The company's corporate governance policies hold directors accountable to shareholders." — Alcoa's 2011 Proxy Statement"

"I have been disappointed by what I see as a breakdown of effective corporate governance at Phillips 66. — Energy veteran Greg Goff, former Andeavor CEO and Phillips 66 investor, 4/9/25"

"“be available to address shareholders’ concerns which have failed to be resolved by the chair, CEO or CFO or for which such contact is inappropriate” — BP Corporate Governance Document"

""The Board of Directors elected by the shareholders is responsible for the strategic direction and supervision of the company." — Swiss Code of Best Practice for Corporate Governance"

"Based on my own informal survey, many fund managers have no idea of the breadth of tools available to them to improve corporate governance at their companies — Seth Fischer"

""laying the foundation for building a proper governance system that is in keeping with our status as a leading company" — Samsung Electronics' 2016 AGM proxy materials"

"Companies listed on the Prime Market should therefore appoint at least one-third of their directors as independent directors — Japan's Corporate Governance Code"

"We continue to hold a 20% stake in this very successful business and to play a significant role in its governance. — The Fimalac Group 2014 AR, p. 5"

"It is our strongly held view that two core tenets of best-in-class corporate governance are transparency and independence. — Phillips 66"

"Parkland will continue to enforce the terms of the Governance Agreement going forward — Parkland Press Release"