Callouts & quotes from 617+ activist slides

""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"

"“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"

"“...The entire episode has also revealed the limitations of ‘Disney nice.’ Avoiding face-to-face conflict, at least at the CEO and board level, fostered an environment where Iger and Chapek couldn’t hash out their differences. Executives who openly challenged others — Mayer, Rice, McCarthy — were ultimately dinged for their frankness...” — CNBC, Disney’s Wildest Ride: Iger, Chapek and The Making of an Epic Succession Mess, September 6, 2023"

"“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"

"The term “Board Material” used herein means all minutes, resolutions, or other records of any Board and/or regular or special committee meeting, and all documents provided, considered, discussed, prepared, or disseminated, including materials on board portals, in draft or final form, at, in connection with, in anticipation of, or as a result, of any meeting of the Board or any regular or specially created committee thereof — Footnote 4."

""As part of its lawsuit, Boots Capital sought . . . to object to the appointment of our new CEO Steven Moskowitz to the Board and its resulting expansion of the Board" — Crown Castle Inc. Investor Presentation. "Boots has interfered with the Fiber review at multiple stages through unneeded & baseless litigation . . . by seeking to keep our CEO, a critical input in the review, off the Board" — Crown Castle Inc. Investor Presentation."

"Regarding your question 2.5: The freeXmedia transaction was reviewed in great detail at that time both internally and externally. We have commissioned appraisal reports et al and sought legal advice for the acquisition of freeXmedia. Neither the external consultants nor the supervisory board or shareholders objected to the transaction. We thus have no reason to assume there was anything unlawful about the transaction. — Dr. Metzner"

"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"

"“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."

""So if you look at our used business, the FICO on our used business which represents about 52%, 53% of all the business that we originate today is coming on at an average FICO of 680. Our new business is coming on an average FICO of 700. So it's very steady across the board. You don't see big barbells in our portfolio, which again gives us confidence when the environment does turn." — Jeffrey Jonathan Brown - CEO, Ally Financial"

"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."

""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"

"The Muddy Waters report appears to have given rise to many questions that have not yet been sufficiently discussed. The question must also be asked - it has already been raised by various shareholders, particularly by Mr. Klein - why the board of management is acting as if it is not proceeding against Muddy Waters out of generosity. Or is it true what Muddy Waters says: has our company no legal redress against this report?"

""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"

"“What [Bill Ackman] doesn’t understand is they’ve never been as strong as they ought to be in software and technology, so they made up for that weakness by having a high-touch business model, with high degrees of client service. They have 700,000 clients, great relationships, great retention, and they do that through service. The service costs money...” — Lee Cooperman, ADP Board Member (1991-2011), CNBC (August 7, 2017)"

""the fundamental challenge is dollars per kilogram," and by that metric, it simply costs a lot more to launch a single small rocket with a single small satellite than it does to launch a single large rocket bundling many small satellites aboard it." Said Bruno, "While it is disheartening, a huge number of start-ups for micro launchers" are going to be "destroyed" and "that market [will not] recover." — ULA CEO Tory Bruno"

"We would urge the board to consider more proactively whether these nominees might be more suitable for the company at this point in its development than some of the long-serving incumbents who do not seem to have been able to challenge management sufficiently to avert the company's extended decline in performance and share price. — ISS Proxy Advisory Services, Recommendation: Barnes & Noble Proxy Contest, September 2010"

""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"

"“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."

"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"

"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"

""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"

"The cost of revenue for our movie theater and traditional outdoor billboard network increased 101% from $28.5 million in 2007 to $57.3 million in 2008. The increase is primarily attributable to:...3) increased leasing costs associated with time we rent on movie theater screens as a result of an increase in the number of theaters we lease in our network from 10,930 in 2007 to 27,164 in 2008. — FMCN 2008 20-F filing"

"“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."

"SandRidge claims TPG-Axon has "engaged in a false and misleading campaign and "consent solicitation" filled with half-truths and unsubstantiated statements regarding management, the Board and the Company. TPG-Axon has repeatedly made inflammatory and false statements with one simple goal – they want to distract you from the facts regarding SandRidge and its strategy for creating value..." — SandRidge Energy"

""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"

"In the spring of 2003 the board was made aware of Kahn’s increasing tendency to become mired in the day-to-day management details, a person familiar with the situation said. Also at issue were sales projections that repeatedly turned out to be overly aggressive, turf battles between the company’s corporate merchandising division and store buyers and a faltering private label program, this person continued."

"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"

""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)."

"The cost of revenue for our movie theater and traditional outdoor billboard network increased 101% from $28.5 million in 2007 to $57.3 million in 2008. The increase is primarily attributable to...increased leasing costs associated with time we rent on movie theater screens as a result of an increase in the number of theaters we lease in our network from 10,930 in 2007 to 27,164 in 2008. — 2008 20-F"

""On behalf of all long-term owners of the Company, we encourage you not to expend resources on a proxy campaign designed to do little more than entrench Arconic's board and managers. Such a campaign, at best, will result in a needless waste of corporate resources. At worst, it will cause the Company to continue to underperform with its current managers." — First Pacific Advisors, February 6, 2017"

"The TICO Board and SC (i) confirmed that the offer price still "significantly deviates" from expectations and must factor in the risk of price fluctuations due to increasing share price of the stakes held by TICO in TMC, Aisin, Denso and Toyota Tsusho; and (ii) requested that Fudosan "substantially increase" the offer price to safeguard minority shareholder interests — TICO/SC Negotiation Record"

"Lead outside director William H. Cunningham, has been a board member for 22 years. Seven have served for more than a decade. In other words, they’ve remained in place, gripping their seats with what George Orwell referred to as “prehensile bottoms,” throughout the company’s period of declining customer service and during its scheduling disaster. — Michael Hiltzik, Los Angeles Times, January 2023"

"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."

"Over the last several years, your Board and management team have taken strategic actions to transform SandRidge into the leading operator in the Mississippian Lime play of northern Oklahoma and western Kansas. These actions have established SandRidge as an industry leader in what is widely considered to be one of the most valuable oil-rich basins in the United States. — SandRidge Management"

"“The status quo is no longer acceptable! The Board must steer and oversee a review of the operating performance and hold management accountable for improvement. I welcome the opportunity to roll up my sleeves and work side-by-side with Phillips 66 employees to drive improvement - we need their collective knowledge and buy in to quickly turn the operating performance around.” — Brian Coffman"

"The status quo is no longer acceptable! The Board must steer and oversee a review of the operating performance and hold management accountable for improvement. I welcome the opportunity to roll up my sleeves and work side-by-side with Phillips 66 employees to drive improvement - we need their collective knowledge and buy in to quickly turn the operating performance around. — Brian Coffman"

"The Board believes that the business can conservatively support a debt to EBITDA ratio of 1x, while also providing significant flexibility to support Deckers' growth initiatives and seasonal working capital needs. — 10/26/17 press release; No, it's not an ongoing target... That doesn't necessarily mean we'll always maintain that 1x EBITDA. — Thomas George (CFO), 10/26/17 earnings call"

""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"

"“…We find many of your responses to the shareholders’ concerns to be misleading, self serving, and defensive…Given the inconsistencies in many of your recent communications, we expect that the shareholders would welcome Elliott’s nominees to the Board to ensure proper and timely execution and to avoid risk of backsliding.” — David H. Batchelder, Relational Investors LLC, March 2013"

"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"

"Fun place, poor leadership, male dominated... There's a mold- white men and young women. Lacks diversity in tight and leadership. Unsupportive over the pandemic in various ways... Advice to Management: Rob and the leadership team lack empathy and diversity - which is oh so needed especially during a pandemic. Get on board mentality or else. — Glassdoor Review (January 14, 2022)"

"“...The entire episode has also revealed the limitations of ‘Disney nice.’ Avoiding face-to-face conflict, at least at the CEO and board level, fostered an environment where Iger and Chapek couldn’t hash out their differences. Executives who openly challenged others — Mayer, Rice, McCarthy — were ultimately dinged for their frankness...” — CNBC (Alex Sherman, September 6, 2023)"

""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"

"at the time the 2012 profit plan was established, the compensation committee believed that it was challenging;" or the Board's belief that its "executive compensation programs are founded on the belief that there should be a substantial and meaningful connection between the compensation of our named executive officers and the amount and quality of our earnings" — HMA's Proxy"

"It is the Board's job to “Establish the appropriate ‘tone at the top’ to actively cultivate a corporate culture that gives high priority to ethical standards, principles of fair dealing, professionalism, integrity, full compliance with legal requirements, ethically sound strategic goals and long-term sustainable value creation.” — Martin Lipton, Wachtell Lipton Rosen & Katz"

"“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."

"“Trian does not intend this election to be a referendum on separating the businesses, but rather a referendum on DuPont's performance. If elected to the Board, the Trian nominees will seek to work collaboratively with the other Board members to determine whether value can be optimized in the current structure or through a separation” — Trian Press Release, January 8, 2015"

"Fun place, poor leadership, male dominated... There’s a mold- white men and young women. Lacks diversity in tight and leadership. Unsupportive over the pandemic in various ways... Advice to Management: Rob and the leadership team lack empathy and diversity - which is oh so needed especially during a pandemic. Get on board mentality or else. — Glassdoor (January 14, 2022)"

"“Against Engine’s ‘advice’ to not attempt a debt refinancing, and its hyperbolic posturing, the Company refinanced its debt on more favourable terms that materially reduced its debt service cashflows, staggered and extended its maturities, and saved the Company approximately CAD $20 million annualized in net interest costs.” — Dye & Durham Board (September 25, 2024)"

"Simply put we lost focus. We lost focus strategically. We had too many initiatives that made the company unnecessarily complex... We lost focus within our products and brands... Lastly we lost focus in process and execution... And finally we didn't have a culture of accountability which led to poor execution. — Campbell Board member & interim CEO Keith McLoughlin"

"“Managing forests, wood processing, the production of wood products and wood chemical products, and establishing a production facility with an annual production capacity of 50,000 m³ of Micro Density Fiber Board (MDF), managing a base of 120,000 mu (8,000 ha) of which the forest annual utilization would be 8,000 m³.” — Leizhou WFOE Amended Articles of Association"

""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"

"“The question that we're getting a lot from investors is how to think about EPS growth and should EPS growth just follow and marry revenue growth, or is there opportunity and would management and the Board come off their 19% and 20% margin range or even perhaps get more aggressive on share repurchases or get more aggressive on M&A.” — Oppenheimer, Aug. 2016"

"In Q2, I briefly discuss the increase in account receivable as a result of our strong revenue growth. We saw the impact of strong revenue growth on receivables again in Q3 as AR increased by $29.7 million from Q2 of 2021. We are implementing a new order to cash process as we onboard, new clients and expect to reduce our DSO in 2022. — CFO on Q3'21 Conf Call"

"I would say, you know, do you want more of the same or do you want to sustainably re-rate this company? Is this company and is the stock price over the long-term going to be higher or lower with our nominees in that boardroom, instilling accountability, engaging in the necessary oversight? Are you going to make more money with those nominees or less? — John"