Callouts & quotes from 179+ activist slides

""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."

"“If you want some money today, perfect, put together a retail plan. But if you want lifestyle money, if you want to build that financial independence, you want to lock in that security for life, you need to recruit. And the other thing you need to do to, be prepared to roll that cash flow for straight 9 to 12 months. Because you know what, in that short space of time, by making that commitment, you are going to create a foundation for life. Absolutely. Not just for yourself, but a legacy, a legacy for your family, for your children, and their children’s children.” — Herbalife Independent Distributor"

""Right now I can't believe that this bid is true and I haven't received either from the independent financial review or city staff enough reassurance that I should trust this number," said Councillor Gord Perks. "If they can't deliver on price, we are going to find ourselves two or three years from now with them holding a gun to our heads because we will have laid off our staff, sold our trucks and will be completely dependent on them," he said. "I have particular concerns with this contract because it is so far off the mark that the rest of the marketplace has set." — Councillor Gord Perks"

""We are exercising caution around the industry's recent acceleration of the direct selling or door-to-door sales channels through independent sales dealers." — Lynn Michelle Jurich, CEO of Sunrun, Q4 2019 Earnings Call. "I would suspect that our direct will take share versus the pre-COVID for all those reasons that the market leaders, I think, will take share generally." — Lynn Michelle Jurich, CEO of Sunrun, Q1 2020 Earnings Call. "we expect those channels to continue to grow faster than our direct-to-home and dealer channels" — David H. Bywater, CEO of Vivint Solar, Q4 2019 Earnings Call."

"unlike other shareholder proposals on this topic, which typically seek the adoption of a policy for an independent board chair, this proposal seeks a binding amendment to BlackRock’s Bylaws. Accordingly, voting in favor of amending the Company’s Bylaws to require separation of the Board Chair and CEO roles prevents the Board from exercising its discretion on a leadership structure that serves the Company and its shareholders based on the relevant facts and circumstances from time to time. — BlackRock's Opposition Statement to Bluebell Capital Partners’ propose item, 4th of April 2024."

"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"

"“We believe this proxy fight boils down to a simple question: Do you trust the judgment of Elliott, a hedge fund without the benefit of full information and with no fiduciary duty to you or to any other Arconic shareholder, or do you trust 12 experienced business executives who have thoroughly reviewed Elliott’s assertions and unanimously support the continued leadership of Mr. Kleinfeld? We encourage you to rely on the judgment of the Arconic Board, which is independent, objective and thoroughly dedicated to the interests of all Arconic shareholders.” — Arconic Board"

"Recent troubles at WebMD date back to early 2010 when a very public scandal surfaced—one that may have permanently tarnished WebMD’s image for a significant number of customers—that ended with a formal investigation by the US Senate in which a letter from Senator Charles Grassley of the US Senate Finance Committee stated that he was “concerned about the independence between WebMD and industry since many people access WebMD seeing it as an independent, objective medical resource.” — Excerpt from “Has WebMD become Synonymous with Big Pharma?”, Business Insider, 10/31/12"

"“Ginkgo wanted to pretty much control everything and be in charge.” — Current executive at Motif; “They had the same experience as us. Joyn Bio’s feedback is that Ginkgo wanted to pretty much control everything and be in charge.” — Current executive at Motif; “So, I do think they [Joyn Bio] did try to push to be independent, to be fair. But I do think that with the follow-on companies that they've announced since then have been crafted or architected in a different way to prevent that from happening because Ginkgo lost control of Joyn” — Former director-level employee"

"“...we obtain data from our partners solely in the context of providing them with advertising services; we do not work separately with data brokers. Adjust and MAX operations are entirely independent and transparent, with no conflicts or house bias. We also do not have any means or desire to look at other company's bid or user data; our models use solely behavioral data, ad engagement data, win/loss notifications from mediation (same data shared to any bidder on our platform), and advertiser data to generate predictions.” — Adam Foroughi, CEO of AppLovin"

"“Supply path optimization (SPO) is a major focus for many marketers in 2020—but it's also an area of significant confusion.” — Blog; “Is Supply-Path Optimization successful? No, because it is only half the equation.” — Blog; “WTF is supply-path optimization?” — Blog; “Yes. Sure. So there's been several phases of programmatic advertising over the last 15 years of its inception... And we are clearly differentiated as that player that can do everything that's independent, that's scaled and feel really good about our path going forward.” — MGNI CEO"

""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"

""Our Board has determined that each member of the Audit and Risk Committee is both independent (as defined under applicable Nasdaq listing standards and SEC rules related to audit committee members) and financially literate (as required by Nasdaq listing standards). The Board also has determined that each of Mr. Szkutak, Mr. Vazquez, and Mr. Yuan qualifies as an "audit committee financial expert" as defined by SEC rules, and has "financial sophistication" in accordance with Nasdaq listing standards." — Intuit 2024 Proxy Statement"

"Compared to an independent midstream pipeline operator, refiners want to keep more excess capacity than they could possibly use on their pipelines. This guarantees that they won't have any system bottlenecks impacting the refinery. Conversely, when a midstream operator owns those pipelines, they want to keep assets as full as possible. — Industry Expert; Utilization just isn't a concern for a proprietary pipeline like it is for an independent. Independent operators are hyper-focused on maximizing utilization. — Industry Expert"

"“Strategy is creating fit among a company’s activities. The success of a strategy depends on doing many things well – not just a few – and integrating among them. If there is no fit among activities, there is no distinctive strategy and little sustainability. Management reverts to the simpler task of overseeing independent functions, and operational effectiveness determines an organization’s relative performance.” — Michael Porter, “What is Strategy?”, Harvard Business Review, November-December 1996 Issue"

""According to the National Bicycle Dealers Association's 2017 report, the number of independent bike dealers (IBDs) in the US has decreased from 4,256 in 2010 to 3,700 in 2016, a total decline of 13 percent." — Bicycling.com. "Harley has for years failed to increase sales in the United States, its top market accounting for more than half of its motorcycles sold. As its tattooed, baby-boomer base ages, the Milwaukee-based company is finding it challenging to woo new customers." — CNBC/WSJ."

"As our business grew rapidly and substantially, it made perfect sense to start building our own distribution capabilities, i.e., an in-house advertising platform. The benefit of owning an in-house advertising platform is not only enhanced monetization efficiency as we can improve advertising technology for better matching of supply and demand which results in higher average revenue per user ( ARPU ), it also allows our business to become independent and obtain long-term viability. — QTT"

"From Phillips 66's April 24 Letter: Elliott, who is compensating its purportedly independent nominees, denied Phillips 66 access to those nominees for interview and evaluation, despite multiple attempts from Phillips 66. In fact, one of Elliott's nominees told representatives of Phillips 66 that he was instructed not to engage directly and instead referred the Board to Elliott itself. Does this action further reveal an expectation of loyalty rather than true independence? — Phillips 66"

"“The subject of the anticipatory mandatory takeover offer published on 12 January 2022 of CPIPG relates to the acquisition of all outstanding ordinary shares (Stammaktien) of IMMOFINANZ admitted to trading on (i) the Vienna Stock Exchange (Wiener Börse), Official Market (Amtlicher Handel) (Prime Market), and (ii) the Warsaw Stock Exchange, Main Market, which are not held by the Bidder or WXZ1 as Party Acting in Concert with the Bidder.” — Deloitte-issued “Independent Expert Report”"

"One factor that complicates discussions about valuations [...] the governance issues that arise from the situation [...] the company's largest customer is its largest shareholder, and the company lacks incentives to maximise profits. — UBS, April 26, 2022; A probe by an independent investigation panel revealed that Toyota Industries had cheated on certification tests [...] The string of revelations has raised questions about [...] oversight [...] — Nikkei Asia, January 29, 2024"

"“No, there was no data that they had. They essentially just had value-add of how this is different, namely in their light source...there's no real-world case studies from independently verified semiconductor industry associations or a semiconductor consortium. And so, there's no real way to discern that this actually has a value-add that would offset the overall cost of taking possession of one of these machines.” — Senior employee at Marvell Technology"

"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"

""The current secondary market structure works well for community banks and credit unions and allows them to meet their borrowers’ needs. Restructuring of this system is unchartered and untested and therefore raises numerous questions regarding fees and functionality when applied to the real-world marketplace." — Credit Union National Association, Independent Community Bankers of America, National Association of Federal Credit Unions, 4/11/2014"

"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"

""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"

"straight 9 to 12 months. Because you know what, in that short space of time, by making that commitment, you are going to create a foundation for life. Absolutely. Not just for yourself, but a legacy, a legacy for your family, for your children, and their children’s children. — Herbalife independent distributor audiovisual presentation (11-28-11). Online Business Systems is an Herbalife affiliate overseen by Shawn Dahl (Chairman’s Club)."

"straight 9 to 12 months. Because you know what, in that short space of time, by making that commitment, you are going to create a foundation for life. Absolutely. Not just for yourself, but a legacy, a legacy for your family, for your children, and their children’s children. — Herbalife independent distributor audiovisual presentation (11-28-11). Online Business Systems is an Herbalife affiliate overseen by Shawn Dahl (Chairman’s Club)."

"“Nelson Peltz and I worked closely together on the Legg Mason board. As a board member, Nelson was focused on improving operating results and strategy. There is no doubt that Nelson was an important contributor to Legg Mason’s turnaround.” — John T. Cahill, Chairman and CEO, Kraft Foods Group, Lead Independent Director of American Airlines Group, Inc., Director of Colgate-Palmolive Company, and former Director of Legg Mason, Inc."

"Nelson Peltz and I worked closely together on the Legg Mason board. As a board member, Nelson was focused on improving operating results and strategy. There is no doubt that Nelson was an important contributor to Legg Mason’s turnaround. — John T. Cahill, Chairman and CEO, Kraft Foods Group, Lead Independent Director of American Airlines Group, Inc., Director of Colgate-Palmolive Company, and former Director of Legg Mason, Inc."

"Nelson Peltz and I worked closely together on the Legg Mason board. As a board member, Nelson was focused on improving operating results and strategy. There is no doubt that Nelson was an important contributor to Legg Mason’s turnaround. — John T. Cahill, Chairman and CEO, Kraft Foods Group, Lead Independent Director of American Airlines Group, Inc., Director of Colgate-Palmolive Company, and former Director of Legg Mason, Inc."

"Firstly, we do not intend to pursue synergies through a reduction in sales and marketing or R&D costs — Amcor Management. We haven't quantified the benefits of any revenue synergies but we would clearly expect to be able to grow at higher rates over the longer term than we would independently — Amcor Management. One of the consistent highlights for the business has been our working capital performance — Amcor Management."

""2024 was a pivotal year for Phillips 66, and I am proud of the accomplishments of the Board and management team. With active Board oversight, Phillips 66 executed well on an ambitious set of strategic priorities, substantially improving its competitiveness and positioning the Company well to deliver on its initiatives through 2027..." — Phillips 66 Lead Independent Director Glenn Tilton, Fourth-Quarter Results, 1/31/25"

"2024 was a pivotal year for Phillips 66, and I am proud of the accomplishments of the Board and management team. With active Board oversight, Phillips 66 executed well on an ambitious set of strategic priorities, substantially improving its competitiveness and positioning the Company well to deliver on its initiatives through 2027... — Phillips 66 Lead Independent Director Glenn Tilton, Fourth-Quarter Results, 1/31/25"

"In October 2014, we entered into an agreement to inject our free voice- over IP service, Weihui, into Bigo Technology Pte. Limited, or Bigo, a company set up and controlled by our chief executive officer, Mr. David Xueling Li. Following two independent third- party valuation assessments and a capital injection from other investors of Bigo, including Mr. Li, we retained a 27.8% ownership stake in Bigo. — YY 2014 20-F"

"Special committees play a key role in the new guidelines [in resolving the problem of conflict of interest and information asymmetry]. They also exert the utmost effort to maximize the benefit of minority shareholders, just like the situation that could be achieved by the merger between two independent partners where there is no conflict of interest — Riwa Sakamoto, director of the corporate system division at Meti."

""You simply don't achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 28, 2025; "Although it is common operating practice in the US to have the CEO also be the Board Chair, and for a past CEO to hang around on the Board, I feel they are both detrimental to a company in need of change." — Bob Pease, Written Assessment of Phillips 66, November 13, 2023"

""You simply don't achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 28, 2025; "Although it is common operating practice in the US to have the CEO also be the Board Chair, and for a past CEO to hang around on the Board, I feel they are both detrimental to a company in need of change." — Bob Pease, Written Assessment of Phillips 66, November 13, 2023"

""We believe a separation of our retail business from the remainder of Valero by way of a tax-efficient distribution will create operational flexibility within the businesses and unlock value for our shareholders... As independent companies, both retail and the remaining business will be better-positioned to focus on their industry-specific strategies." — Bill Klesse, Valero Chairman and CEO, July 31, 2012"

"“What consumers want is sound, independent information. But they, along with experts and doctors, are bombarded with manipulative advertising and industry-funded drug and device studies that can incorporate shady or even illegal tactics to obscure bad science and conflicts of interest.” — Excerpts from “Doctor Who? The corporations behind WebMD’s friendly, free advice”, In These Times, 8/28/12"

""The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual." — NBIM; "We generally support proposals requesting the separation of the CEO and chair roles." — CalPERS; "The board should be chaired by an independent director." — CalSTRS"

"Benchmark 4 – Experts Description: Where the responsible entity engages an expert to provide a professional or expert opinion on the agribusiness scheme, and the expert opinion is disclosed to retail investors in a way that may lead them to place reliance on the expert's expertise, the responsible entity only engages an expert that is independent. — ASIC Regulatory Guide 232"

"Our independent registered public accounting firm has identified material weaknesses in our internal controls that, if not remediated, could affect our ability to prepare timely and accurate financial reports, which could cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our stock. — KANA 2006 10-K"

"In the United States, we provide maintenance and support directly to our customers. In the EMEA region, we provide maintenance and support to approximately half of our customers, depending on their location. In the Asia Pacific region, our independent distributors provide initial maintenance and support, and we provide second-line support when needed. — Kornit 2018 20-F"

"We involved data specialists to assess management's estimate on reserve rates by recalculating historical reserve rates across multiple fiscal periods. We compared our independently developed historical reserve rates with the reserve rates used by management to evaluate management's ability to accurately estimate excess and obsolete inventory. — 2022 10-K"

"For select Premier Agent revenue transactions included within Residential revenue, we tested the amount of revenue recorded by developing an expectation for the amount by applying the percentage change from an independent variable to historical amounts recorded and comparing our expectation to the amount recorded by management. — Deloitte & Touche LLP"

"Leading a global member compliance team across 91 markets, Harbour will develop and enhance policies and infrastructure that ensure effective education, training and mentoring programs for the nearly 4 million independent Herbalife members worldwide, underpinned by robust and consistent monitoring and enforcement procedures. — Herbalife Press Release"

"Management reiterated that its distributors are independent, as each has its own management team that makes independent business decisions and its own financial and human resources management functions. This is also verified by KPMG, who has been auditing Anta and performing on-the-ground assessments of the distributors since 2004. — ANTA Management"

"Oh yeah. It is a dog fight. Absolute dog fight. I think between them two. Okay. And their CEOs do not like each other. — Former DV sales executive. No ad agency would ever buy them. Neither would a major platform. They have to stay independent to maintain that sort of perception of being, you know, a non-biased party. — Former DV sales executive."

"Other SCS systems on the market are limited to a frequency below 1500 hertz. Omnia delivers the widest range of frequencies of any SCS system, between 2 and 10,000 hertz. In addition to HF10, Omnia offers the most waveforms in a single product and can be programmed to provide waveforms independently or paired with HF10. — Press release 11/5/2019"

"“By 2007, operating an Herbalife independent distributorship business had become unsustainable. Herbalife’s entire program is based on purchases made from Herbalife. Distributors have to purchase product from Herbalife each month in order to obtain their paychecks.” — Bruce Roth, Declaration in Herbalife Int'l of America, Inc. v. Ford et al."

"We’re going to have higher margins with the delivery of these cost synergies, and we haven’t quantified the benefits of any revenue synergies but we would clearly expect to be able to grow at higher rates over the longer term than we would independently.... And we see some very specific opportunities — CEO on Revenue Synergies, Aug 7, 2018"

"Henry Fernandez, our lead independent director, is a director and Chairman of the Board of MSCI. In April 2021, we entered into a cooperation agreement with MSCI, pursuant to which we will assist MSCI in MSCI's construction of life sciences index products in exchange for a share of MSCI's revenues from those products. — Royalty Pharma"

"“The lead independent director facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities Effective as of January 2024"

""The lead independent director facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning" — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities Effective as of January 2024"

"“We’re going to have higher margins with the delivery of these cost synergies, and we haven’t quantified the benefits of any revenue synergies but we would clearly expect to be able to grow at higher rates over the longer term than we would independently”.... “And we see some very specific opportunities” — Amcor CEO, Aug 7, 2018"

""It took me two months to get a call with IR, much less an independent director" — Foreign Buyside Analyst; "They need to do more to promote diversity... The current situation is not at global levels... (and) it would be good to see the benefits of diversity and inclusion reflected in the top line" — Domestic Sellside analyst"

"TeliaSonera defended its valuation stating it had “conducted a completely correct business deal at fair market value” adding that “The price was determined by the state of Azerbaijan as part of the privatization process and a fairness opinion was obtained from an independent international accountancy firm.” — TeliaSonera"

""[Sino-Forest] can categorically say Sino-Forest is not the ‘near total fraud’ and ‘Ponzi scheme’ as alleged by Muddy Waters...Far from being a ‘near total fraud’ and ‘Ponzi scheme’ as alleged by Muddy Waters, Sino-Forest is a real company, with real assets and real revenue." — Sino-Forest Independent Committee Report"

"Under the new M&A guidelines, the special committee could choose its own separate independent financial advisor to come up with unbiased valuation opinions if the committee is concerned about the independence of the target company's financial advisor — Shinpei Ochi, deputy director of Meti's corporate system division."

"Leading independent proxy advisory firm Glass Lewis has recommended shareholders support meaningful boardroom change by voting for the election of three Elliott director nominees – Brian Coffman, Sigmund Cornelius and Michael Heim – to Phillips 66's Board of Directors at the 2025 Annual Meeting of Shareholders."