Callouts & quotes from 617+ activist slides

"I have zero confidence this team can get this right and certainly not in the timeframe that is needed. I rarely call for wholesale change at a company, but that is what is needed here. — Top 10 Active Shareholder; 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... — SWAPA leadership"

"I have zero confidence this team can get this right and certainly not in the timeframe that is needed. I rarely call for wholesale change at a company, but that is what is needed here. — Top 10 Active Shareholder; 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. — SWAPA leadership"

"“CSIM believes that the board is typically best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring the separation of these roles unless certain circumstances are in place.” — Charles Schwab Investment Management. “We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/ president post.” — JP Morgan Asset Management."

"The Audit Committee and the Board have determined that it would be in the best interests of the Company to make changes in the leadership for the oversight and control of its financial operations to correct the "tone at the top" and ensure it is consistent with the Board's commitment to maintaining strong corporate governance. The Company will enhance the accounting organization, both by adding personnel to that function and by increasing training for all members of the organization. — Mettler-Toledo (2004 10-Q disclosure)"

"Search for a new director did not commence until after Elliott launched its proxy contest. Mr. Hess replaced Sir Martin Sorrell, who only attended 63% of Arconic's board meetings in 2016 – this would have resulted in an automatic AGAINST recommendation by major proxy advisors. Mr. Hess decided to join the Board after Elliott launched proxy contest and promptly endorsed a failed CEO, which Sir Sorrell has a significant stake, was compensated for Dr. Kleinfeld's wasteful and exorbitantly expensive Jetsons marketing campaign"

"“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"

""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"

"a back to the drawing board moment — Neurology Professor/Author of SLEEP editorial. very seductive tale in which the protagonist is brain histamine. — Neurology Professor/Author of SLEEP editorial. additional methodological concerns — Neurology Professor/Author of SLEEP editorial. is not at all surprising — Neurology Professor/Author of SLEEP editorial. this should temper concluding that...histamine...is the principal arbiter of sleepiness in primary hypersomnias. — Neurology Professor/Author of SLEEP editorial."

"“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)"

""[Advisory positions] are not held accountable to shareholders as they do not serve on the board. Still, they can apply pressure on the board and are often referred to as 'ghosts in the boardroom' or 'corporate backseat drivers'. In cases where the former CEO remains as a senior adviser, they may exercise unreasonable influential power over incumbent management members, which could be detrimental to the board's functioning and dynamic." — L&G (2024 - Japan corporate governance and responsible investment policy)"

""[Bob] Iger had personally selected every member of the board, which is surprisingly lacking in media and entertainment experience. Iger is personally close with several of them, including Nike Executive Chairman Mark Parker and General Motors CEO Mary Barra [who is on Disney's Compensation Committee]. In addition, the wife of another director, Michael Froman, then vice chairman of Mastercard and now president of the Council on Foreign Relations, had been housemates with Iger's wife..." — CNBC, September 2023"

"“We remain steadfastly invested in Disney’s long-term success...” — Disney Letter to Shareholders, 02/01/24; “The Disney Board... [is] comprised of engaged, diverse and dynamic leaders whose skillsets are closely aligned with the key drivers of our business...” — Disney Letter to Shareholders, 02/01/24; “[We have] a strong Board focused on the long-term performance of the company, strategic growth initiatives, the succession planning process, and increasing shareholder value.” — Disney Press Release, 01/16/24"

""VAX-31 APPEARS BEST-IN-CLASS & SHOULD LEAD THE EXPANDING ADULT + INFANT MARKET... VAX-31 met non-inferiority to PCV20 across the board, was superior on many difficult and highly-prevalent serotypes, and the data were more striking than for V116. The probability of even broader superiority in Phase III (starting in H1) is now much higher. The ~$8B market could grow to over $13B by 2027, and we believe VAX-31 should become the leader and generate significant strategic interest." — TD Cowen, September 2024"

"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"

""The other thing that they're not showing is separator thickness across the board...I mean, if they reported separator thickness, that would go a long way toward answering these questions." — Solid-state expert; "One of the solutions was to make the separator thicker, and that typically reduces the performance of the cell, and it quickly negates a lot of the advantages that solid-state gives ...If they say they can make a separator that works, but they won't tell us how thick it is..." — Ex-employee"

"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"

"CSIM believes that the board is typically best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring the separation of these roles unless certain circumstances are in place. — Charles Schwab; We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/ president post. — JP Morgan Asset Management"

""Allegion was spun-off from Ingersoll Rand in December 2013. As an Ingersoll Rand board member, Nelson worked with us to craft a shareholder friendly governance structure that is an important element in keeping our leadership accountable for performance as a standalone entity. Nelson Peltz, the Trian team and Allegion believe that good corporate governance and good operational results go hand in hand. The results speak for themselves." — David Petratis, Chairman, President and CEO, Allegion, plc"

"“The [New York] Times interviewed a dozen former executives at companies targeted by Mr. Peltz, and all said he had bolstered results. . .” — The New York Times; “I’ve owned [Disney] stock in the past. The stock was a $200 stock three years ago. I would rather buy this stock at $150, with some synergy and some cooperation between Mr. Peltz and Disney’s Board and Bob Iger than at $112 with the Disney Board and Bob Iger saying, ‘thanks but no thanks, I don’t need your help.’” — Joe Terranova, CNBC"

"“We hope that you will urge Elliott to cease its attempt to liquidate the company...” — John Hess, Hess Letter to Shareholders, March 2013. “...the board has backhandedly dismissed [shareholder's analysis] as a plan to 'liquidate' the company... 'Liquidation' is what results when a board takes its eye off the business equation for too long, not what happens when shareholders insist on taking a look for themselves.” — ISS Proxy Advisory Services, Recommendation: AOL Inc Proxy Contest, June 2012."

""Director Smith serves as CFO of the Company. We believe that the unique financial information and control over a company's finances that is typical for a CFO should place the CFO in the position of reporting to and not serving on the board. It is crucial for the board to be in the position of overseeing the Company's finances and its reporting. This oversight is likely to be more complicated and less rigorous when the CFO sits on the same board to which they report." — Glass Lewis 2017 Report"

"Allegion was spun-off from Ingersoll Rand in December 2013. As an Ingersoll Rand board member, Nelson worked with us to craft a shareholder friendly governance structure that is an important element in keeping our leadership accountable for performance as a standalone entity. Nelson Peltz, the Trian team and Allegion believe that good corporate governance and good operational results go hand in hand. The results speak for themselves. — David Petratis, Chairman, President and CEO, Allegion, plc"

"Allegion was spun-off from Ingersoll Rand in December 2013. As an Ingersoll Rand board member, Nelson worked with us to craft a shareholder friendly governance structure that is an important element in keeping our leadership accountable for performance as a standalone entity. Nelson Peltz, the Trian team and Allegion believe that good corporate governance and good operational results go hand in hand. The results speak for themselves. — David Petratis, Chairman, President and CEO, Allegion, plc"

"Nelson was a terrific colleague on the Heinz Board. His focus was on constructive contribution. He added keen insights and a colorful wit to our board discussions. Nelson is a problem solver who understands strategic opportunities and he works in a collegial manner with his fellow board members to achieve the company’s goals. I relished my experience working with Nelson. — Leonard Coleman, Former President, National League of Professional Baseball, and former Director of H.J. Heinz Company"

""The million dollar question is what’s this retail business worth? ... When UAP was trading, they were trading at about 9x. If you look at Tractor Supply ... they are trading at a multiple of 11x ... I’ll just keep hammering at you until we get [the multiple] up to what we feel is a reasonable number" — Agrium CEO Michael Wilson, 2011 Investor Day; "Agrium's Board has not been able (or willing) to quantify, explain, or defend the current company structure" — Credit Agricole / CLSA, 11/5/12"

"Nelson was a terrific colleague on the Heinz Board. His focus was on constructive contribution. He added keen insights and a colorful wit to our board discussions. Nelson is a problem solver who understands strategic opportunities and he works in a collegial manner with his fellow board members to achieve the company’s goals. I relished my experience working with Nelson. — Leonard Coleman, Former President, National League of Professional Baseball, and former Director of H.J. Heinz Company"

"Nelson was a terrific colleague on the Heinz Board. His focus was on constructive contribution. He added keen insights and a colorful wit to our board discussions. Nelson is a problem solver who understands strategic opportunities and he works in a collegial manner with his fellow board members to achieve the company’s goals. I relished my experience working with Nelson. — Leonard Coleman, Former President, National League of Professional Baseball, and former Director of H.J. Heinz Company"

""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."

""Nelson was quick to recognize that removing Snapple from a bureaucratic Quaker Oats culture would enable entrepreneurialism and innovation. The result was a dramatic sales turnaround and more than quadrupling of company value in just 3 years. And I experienced first-hand at Heinz [as a Director] how Nelson emerged from a hotly contested proxy battle to become an incredibly respected and valued Board member." — Mike Weinstein (CEO of Snapple from 1997-2000; Heinz Director from 2006-2013)"

"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 Audit Committee and the Board have determined that it would be in the best interests of the Company to make changes in the leadership for the oversight and control of its financial operations to correct the "tone at the top" and ensure it is consistent with the Board's commitment to maintaining strong corporate governance. The Company will enhance the accounting organization, both by adding personnel to that function and by increasing training for all members of the organization."

"We believe the spin-off, which is the result of an in-depth review of strategic alternatives by our Board and management, will allow both companies to enhance value by allocating capital and deploying resources in a more focused way, while preserving and increasing synergies within their businesses. At the same time, it will position the new security company to build scale and make the necessary investments for the future. — Michael W. Lamach, IR Chairman & CEO, Dec. 10, 2012"

"“I was a consultant and speaker for Nevro from [redacted] to [redacted]. I was on the board of [society name redacted]. I just got tired of the company. I’m really well published in the field and it’s nothing personal against Nevro. Their devices just stopped working. Nevro is like a cult, like us versus them. It’s crazy. It’s like Scientology. They’ll cut you out, jump all over you. They’ll ostracize you and they’re very intense about it.” — Former Nevro consultant and KOL"

""In 2013, we granted two separate performance-based full-value awards..." — MPWR 2014 Proxy Statement; "In February 2012, we adopted our Compensation Recoupment Policy, which permits the Board to recoup any excess performance-based cash compensation paid to key members of our executive team if the financial results on which the performance-based compensation awards were based are restated due to fraud or intentional misconduct by the executive" — MPWR 2014 Proxy Statement."

""Continued weak results show an inability to manage costs and successfully implement sales-building initiatives...our expectation investors will nominate new board members that can provide a fresh perspective on strategic options" — Chris O'Cull, Keybanc, 2/7/17; "Dear Sally...BWLD is on the Hedgeye Restaurant Best Ideas List as a LONG...for all the wrong reasons...Overall, your management team came across as nervous, clueless and weak." — Howard Penney, Hedgeye, 10/17/16"

"“There is another board-certified sleep specialist. This guy is a complete—forgive my language—whore when it comes to the pharma industry... Their number-one prescriber, number one in the United States, is a friend of mine... We hang out socially and so forth. His name is [redacted]. I would call it to him and say it to his face. Feel free not to quote me on it, but he's a complete whore when it comes to the industry.” — Ex-Harmony territory manager for a large region"

"“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"

"However, eGates, we think of eGates as the turns a mixture between the boarding gate reader to board the airplane and something along the turnstile of the metro, the subway, I don't know if you told TSA, if Congress mandated to TSA to put eGates, I don't know that that's what they would come up with. I think what they would come up with is the eGates that the European immigration lines use, which are complete. I don't know if you've seen them. — Former CLEAR Employee"

""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"

"“Shortly following my appointment to the board of Tessera in September 2013, Starboard served notice to Tessera desiring to replace a majority of the Board... Starboard has proven to be highly ethical and constructive in their approach to board oversight and governance and, without exception, has done whatever is best for the long-term interests of the company and its shareholders.” — Rick Hill, Chairman of Tessera Technologies and former CEO of Novellus Systems"

"“Shortly following my appointment to the board of Tessera in September 2013, Starboard served notice to Tessera desiring to replace a majority of the Board... Starboard has proven to be highly ethical and constructive in their approach to board oversight and governance and, without exception, has done whatever is best for the long-term interests of the company and its shareholders.” — Rick Hill, Chairman of Tessera Technologies and former CEO of Novellus Systems"

""The makings of today's Arconic began when Klaus Kleinfeld was appointed CEO of Alcoa Inc... [the management team's] actions saved the company and set the stage for the successful execution of a multi-year transformation." — Board Letter to Shareholders, February 6, 2017; "We've created Arconic, we've created Alcoa Corporation. In the crisis in 2009 the company had an almost near-death experience. We saved it from this." — Dr. Klaus Kleinfeld, February 1, 2017"

"“All the other publicly held restaurant companies that have shifted business models are QSR chains, but we argue the common ingredient to all of their successes was not their industry-defined segment, but their decision to shift their cultures and structure to support franchise growth. Before significant investments are made supporting company-owned restaurants, a fresh perspective at the Board level could benefit shareholders” — Chris O’Cull, Keybanc, 2/7/17"

""What we have done with the Board is we said, listen, now is a perfect time for us; we are out 120 days. Let's look at all of our margins and see if there are areas we could get a lot more effective. So, leaning a process out from early days of design to where it might be today, leveraging technology that was not available perhaps in the past, using our capital appropriately for that technology I think is important." — Steven Anenen, CDK Global, Former CEO"

"“Phillips 66 has been pursuing a strategy for many years that emphasizes and grows midstream assets alongside its refining business, despite evidence that this structure isn’t delivering value for shareholders relative to the company’s more streamlined peers. A stronger board would have questioned why these disparate businesses – which trade at different multiples, trapping shareholder value and diluting management focus – belong together.” — Gregory Goff"

"“Phillips 66 has been pursuing a strategy for many years that emphasizes and grows midstream assets alongside its refining business, despite evidence that this structure isn’t delivering value for shareholders relative to the company’s more streamlined peers. A stronger board would have questioned why these disparate businesses – which trade at different multiples, trapping shareholder value and diluting management focus – belong together.” — Greg Goff"

"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"

"“while the Company’s Total Shareholder Return performance continues to significantly trail its GICS group, CEO pay is above the ISS selected peer median.” — ISS; “Overall, the Company PAID MORE than its peers, BUT PERFORMED WORSE than its peers.” — Glass Lewis; “shareholders should be deeply concerned with the compensation committee’s sustained failure in this area.” — Glass Lewis; “…we question her continued service on ANY public Board” — Glass Lewis"

""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"

"“...she is totally on board with doing whatever it takes...she is really pushing hard. And I’ve had two or three parents who said that she's reached out to them personally to tell them about this drug. And thankfully, they are very savvy parents...and they said, but the risk of diabetes...she definitely is invested in a way I’ve never seen physicians invested, to be honest with you.” — KOL in the PWS field; involved with Soleno’s clinical program"

"“We believe our focus on nutrition and botanical science and our efforts at combining our internal research and development efforts with the scientific expertise of our Nutrition Advisory Board and the educational skills of the Nutrition Advisory Board and the resources of the UCLA Lab should result in meaningful product differentiation and give our distributors and consumers increased confidence in our products.” — 2011 Herbalife Annual Report"

"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"

"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"

"“Its Reputation in Tatters, Southwest Aims to Resume Normal Schedule on Friday” — The New York Times; “U.S. Senators blast Southwest holiday meltdown, labelled ‘unmitigated disaster’” — THOMSON REUTERS; “Southwest Doubles CEO Pay, Neglects Boardroom Risks Despite Crisis” — Forbes; “Southwest Airlines meltdown highlights insular management team” — FORTUNE; “Southwest hit by record $140 million fine for holiday service meltdown in 2022” — CNN"