Callouts & quotes from 178+ activist slides

"The Board of Directors concluded that none of these candidates possess the relevant board and management experience, expertise and engagement expected of the Company's Outside Directors, and that these candidates would not contribute to the effectiveness of the Board and the enhancement of the corporate value. — Kao Board of Directors"

""We are pleased to have Trian as a significant shareholder. Nelson and Ed have an impressive track record as long-term investors, and their prior experience in asset management gives them a deep understanding of the significant growth opportunities of this industry." — G. Richard Wagoner, Chair of the Invesco Ltd. Board of Directors"

"“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"

"The directors of [Superb Summit] are solely responsible for the preparation of the Discounted Future Cash Flows with the Valuation which the directors have adopted the Valuation prepared by the Valuer with those bases and assumptions stated in the Valuation with input from the Company and the Valuer. — Auditor's letter"

""The proposed acquisition will give Apollo the right to at least two board seats indefinitely (assuming it maintains its equity position above a specified threshold) and, pursuant to standstill and voting obligations, will lock in Apollo's support for the current board of directors and management." — Land & Buildings"

"Beginning in August 2021, the Company grants RSUs to employees and directors with service-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. — Remitly RSU Disclosure"

"“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.” — Former ERIE President"

"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."

""This year, the Committee for Examination of Nominees for Directors and Audit & Supervisory Board Members spent more than six months discussing the matter before reaching a final decision, and the decision was made before Oasis Management proposed any director candidates." — Kao statement, December 12, 2024"

"“there were other sales directors like that, too, absolutely...what would happen is their sales reps would push back, and they would just move that sales rep to somewhere else. I'm not kidding. I saw that happen twice because of what they were doing.” — Ex-field reimbursement manager working with Harmony"

"The Xerox board includes several long-tenured directors – the last vestige of the “old guard” – who are a daily reminder of Xerox’s ignoble past under the leadership of former CEO Ursula Burns (who in 2014 was ranked number 4 on Time Magazine’s list of “9 CEOs With the Absolute Worst Reputations”)."

"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"

"Also, on February 1, 2006, Douglas D. Cole, the Company's prior Chief Executive Officer, was appointed to serve as the Executive Vice President of the Company. He will also continue to serve on the Board of Directors of the Company and will act as Vice Chairman of the Board. — 8-K Filed 1/9/06"

"limiting director tenure allows new directors to the board to bring fresh perspectives. A tenure of more than nine years is considered to potentially compromise a director's independence and as such QuickScore will consider tenure > 9 years excessive. — Institutional Shareholder Services Inc."

"These condensed consolidated interim financial statements have been prepared on a going concern basis notwithstanding the net current liabilities as at September 30, 2016 because the directors of the Company are of the opinion that based on the unconditional — Huishan 1H17 Interim Results"

"Limiting director tenure allows new directors to the board to bring fresh perspectives. An excessive tenure is considered to potentially compromise a director's independence...For the US, Canada, Hong Kong, and, Singapore, lengthy tenure is defined as nine or more years. — ISS Guidelines"

""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"

"On November 29, 2021, two new directors, Mr. Ning Ding and Mr. Shucai Song joined the board of PSM-ZJK. Together the existing director Mr. TAN EL PAN EDDY, there were three directors on the board, of which, two are nominated by BULTEN Wuxi, one is nominated by Zhongjinke Shenzhen."

""In the third and fourth quarters of 2014, the Board of Directors began discussions about augmenting the Board of Directors with new members and began the process of determining the qualifications and skills desired for such new members." — ROVI 2015 proxy statement"

"I am honored to have been selected and am looking forward to working with Invesco’s Board of Directors and leadership team. I believe there is great opportunity to build on the momentum Invesco has created and am excited to help continue that success. — Mr. Finke"

"The evidence we have seen raises concerns regarding the manner in which costs were allocated between those two entities, and the consistency of that allocation with public disclosures. — SPECIAL INVESTIGATIVE COMMITTEE OF THE BOARD OF DIRECTORS OF WORLDCOM, INC."

"None of our executive officers served as a member of the compensation committee of another company, or as a director of another company, whose executive officers also served on our compensation committee or as one of our directors. — HPE 2017 Proxy Statement"

"“An example is Uranium Energy Corp. One of its directors is Stephen Jewett, a Vancouver CA who was barred by the CA institute from auditing any public companies after he mishandled the audit of an unrelated Vancouver junior company.” — Investment Executive"

"Gregg Saretsky reflects on his journey through the airline industry, from working as a flight attendant and gate agent in college to serving as the president & CEO of WestJet, and how his experiences would add value to Southwest's Board of Directors."

"The Board determined once again this year that the service of Mr. Fink as both BlackRock's CEO and Chairman is the most appropriate and effective leadership structure for the Board and the Company at the present time. — BlackRock Board of Directors"

"“save for their role as distributors… Mr. Su Weiqing or Ms. Wang Shuying having no relationship with our Group, our Directors or senior management, our shareholders or their respective associates aside from being a distributor” — ANTA Prospectus"

""We have paid dividends consecutively for 76 years, and our Board of Directors recognizes the value that our common shareholders place on both our historical payment record and on our future anticipated dividend payments" — Essential Utilities"

"believes these high against / withhold votes are likely related to the directors service on the Company’s compensation committee...during which time the Company received an “F” grade in our pay-for-performance analysis. — Glass Lewis"

"“Our Board of Directors believes that the number of shares currently remaining available for issuance under the ESPP and the annual Evergreen Provision increase will not be sufficient for our future needs.” — Box 2021 Proxy Statement"

"“There has been no change in the scope of the audit.” — Mr. Walton, Allied’s CEO. “the accountant does not function as an appraiser and is not expected to substitute his judgment for that of the company's directors.” — ASR 118."

"“The three new independent directors, Messrs. Chenault, Miner and Seams, were each recommended to the Board and the Nominating Committee by Michael Reich & Associates, a third party search firm.” — Tessera's proxy materials"

"The Secretary of our Company, Johnathan Lindsay, is the son of Alan Lindsay, a director of our Company; otherwise, there are no other family relationships among our directors or officers. — UEC Prospectus, November 23, 2005"

"“Agrium's Retail segment is under-earning” — Piper Jaffray, 12/2/12; “Agrium's management should engage with serious consideration many of the issues JANA and its proposed Directors bring up on costs” — Barclays, 12/13/12"

"Institutional Shareholder Services (“ISS”), a leading proxy advisory firm, recommended WITHHOLD votes for all incumbent directors with greater than one-year tenure in 2016, 2017, 2018, 2019, and 2020."

"Kao claims that "(the) current compensation system for Directors... is appropriate... the compensation system proposed by Oasis does not contribute to enhancing our corporate value". — Kao Corporation"

""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"

"Despite legal challenges by Epiq, the Missouri Jackson County Circuit Court has ruled that Villere & Co. can nominate a competing slate of directors for Epiq's upcoming 2016 annual meeting"

"PHILLIPS CLAIMS: The annual election policy proposal would force directors to resign and therefore could be found by a court to conflict with its charter and Delaware law. — Phillips 66"

"The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. — ISS Proxy Advisory Services"

"The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. — ISS Proxy Advisory Services"

"The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. — ISS Proxy Advisory Services"

""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"

"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... — John Hess's Nominees"

"“[I]t is often the case that older directors are among the savviest and most skilled board members...” — David Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz"

""[I]t is often the case that older directors are among the savviest and most skilled board members..." — David Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz"

"Our directors are not permitted to serve on more than four additional public company boards without the approval of the Board of Directors. — Samsara Proxy Statement"

"[I]t is often the case that older directors are among the savviest and most skilled board members... — David Katz and Laura McIntosh, Wachtell, Lipton, Rosen & Katz"

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

"Other transactions with directors as project subscribers (on terms no more favourable than other project subscribers). — TFC Annual Report to Shareholders 2013"

"The steady progress of K27 can largely be attributed to the contribution of oversight and advice made by the current Outside Directors. — Kao's Claim"

"“All of Hess’ six new directors have experience executing or advising on major corporate restructurings.” — Hess Letter to Shareholders March 2013"

"‘The BoD regularly reviews its leadership structure’: failure to correct confirms lack of independent oversight — BlackRock Board of Directors"

"Investors Generally Prefer That Independent Directors be a Substantial Majority of the Company's Board. — ISS"

"“Three independent directors” includes Mr. Kiefaber and Ms. Ogilvie, both of whom are already on the Board"

""Alan Shaw is a crisis-tested leader who is delivering change." — Norfolk Southern Board of Directors"

"Glencore consistently lags in value creation — Teck Board of Directors"