Callouts & quotes from 497+ activist slides

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

"In a meeting dated on or around 16th February 1998 between inter alia Mr. Guido Ferrando, a Director of the 1st Plaintiff and Mr. Wilson Kam, a manager of the Defendant, the Defendant produced a schedule entitled "Freight Calculation for Gaoyao Project" setting out the amounts it claimed to owe to the 1st and/or 2nd Plaintiffs in respect of the transhipment. — Statement of Claim"

"“they might push you and say, well, I think this liver is fine, you should use it... they are pushy...they’re a pushy company...they will say ‘I think this liver is going to work...I think it’s usable...you should use it...it’s their medical director, Attia...they lose the money...so they try really hard not to lose organs.” — Transplant surgeon at a high-volume academic center"

""A number of people in our process actually advised that we not increase our bid significantly, that we move up in smaller increments, and I came up with the idea of bidding significantly higher because I thought it was the best way to cause Comcast to fold its tent, to ultimately cease bidding." — Robert A. Iger, CEO & Director, MasterClass on Business Strategy and Leadership"

"Yes, actually, before our acquisition of Elesys, their profitability was like average of automotive components business as you may know. And since then, we have been improving their profitability at least twice, in some cases, 3x before the acquisition. So that's the contribution from Elesys. — Masuo Yoshimatsu, Chief Financial Officer, First Senior Vice President and Director"

""From day one we've put our employees first, recognizing that happy employees lead to better business results," he said. Davis pointed out that, unlike any other outsourcing company with skyrocketing turnover rates – the industry average is approximately 150% – TaskUs has a 30% annual attrition rate, which leads to consistency for its clients." — Aaron Davis, TaskUs Director"

""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"

"A number of people in our process actually advised that we not increase our bid significantly, that we move up in smaller increments, and I came up with the idea of bidding significantly higher because I thought it was the best way to cause Comcast to fold its tent, to ultimately cease bidding. — Robert A. Iger, CEO & Director, MasterClass on Business Strategy and Leadership"

"“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."

"“With the Lasertec system, the reliability is very difficult to work with...the reliability is bad. So, they don’t meet the high 90%’s reliability at all. That’s the general thing that I hear that I can share overall. It matters. People spend lots of money based on what’s going to make their production work.” — Ex-KLA director of engineering focused on EUV mask inspection"

"“if I were Waleed’s people, I’d be selling stock like mad” – “I think they know damn well” that they’re in trouble. Another surgeon: “they’re sort of riding a wave right now...the stock is way over-priced and that thing is going to fall because once these devices come in and NRP catches on, people will see....” — Prominent surgeon, director of a leading transplant center"

""Elliott has made false claims and mischaracterized an ordinary course agreement [with Oak Hill] in a deliberate attempt to divert attention away from what is really at stake in this proxy contest: who are the best qualified director nominees to oversee the execution of the Company's strategy to enhance shareholder value." — Arconic Letter to Shareholders, April 5, 2017"

"“The LifePort study is a really good example. These are centers; some were in the TransMedics trial, but they clearly jumped ship to be involved with LifePort...that’s the device that a lot of really big names in the field in liver really think is going to be very, very competitive with TransMedics” — Transplant surgeon, Director of a leading academic transplant center"

""As the SEC's order finds, by making misleading statements about order management practices, VMware deprived investors of important information about its financial performance," said Mark Cave, Associate Director in the Division of Enforcement. "Such conduct is incompatible with an issuer's disclosure obligations under the federal securities laws." — SEC Press Release"

"I don't like Waleed or a lot of their upper management...he's doing the fake it 'til you make it thing...this goes to show you what a fuck-face he is...he's so disingenuous... their company, from a corporate culture point of view, is dishonest, to be blunt, and I think their claims are exaggerated. — Prominent surgeon, Director of a leading academic transplant center"

""Central Transport International Selects Manhattan Associates' Carrier Management Solution; Carrier to Gain Savings and Efficiencies" "We looked at similar products, but chose Manhattan Associates' solution because it is the only solution geared toward the LTL marketplace," said Phillip Van Trump, director of business continuity. — Business Wire (October 17, 2005)"

"“How did you know about the 1200 [audits performed for the ten customer rule]?” “I asked.” “Who did you ask?” “Julie Delaney... She works for Jenny [Heinrich]... She’s director or senior director. She’s been in the refunds and repurchase area, and I think she might have responsibility for the audits.” — Deposition of Jacqueline Miller in Herbalife v. Ford (2009)"

"“it's not like we have a slew of organs in California, Oregon, Hawaii that are getting transplanted here, for sure” — Transplant hepatologist and director of a Midwest academic center. “for practical purposes, it's pretty unusual I would get an organ from that far away.” — Transplant surgeon and transplant program director at a leading Northeast academic center."

"Stepping into the asymptomatic market and asking for, what, $250, what you said, or $500 or $750, I think this would be impossible. If you just say, it's like this, okay, we want to put, let's say, 12 million Zios, everybody will say, okay, forget it...As much as it sounds great for the company, but it's not realistic. — Director at Philips Healthcare, 6/27/24"

""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"

"Nepotism, Cronyism, Incestuous...you'll find whole families working here- Mom, Dad, Son etc., BEWARE! ... Many of the Directors and Senior Leadership are incompetent but have "connections" so despite their ineptness they somehow manage to maintain leadership positions and some of their husbands or ex-husband works there too! — Anonymous Employee (Glassdoor)"

"The Internal Audit team as directed by and under the supervision of the Audit Committee of the Board of Directors (the "Audit Committee") uncovered no evidence that supports the allegations mentioned. The Audit Committee has reviewed the result of the investigation and concurred with the conclusion that the allegations were baseless. — TAL Education Group"

"“Oh yeah, yeah, yeah. I’m frustrated currently. I’m at a different company now. Sometimes, we have to contract out gene synthesis with Twist. And they’re delayed a few months, a couple of months. Definitely, we were frustrated, so we just walked away and worked with other companies. Also competition is building up.” — Former Twist employee, director-level"

"“...And for the overall business planning, we have our own team, in-house team for the e-commerce. In terms of the management of all the other aspects, we also continuously to consolidate. We believe in the e-commerce, in the future, it's going to be at least about 20%, 30% of the total revenue.” — Jie Zheng, ANTA Executive Director & Brand President"

"“You are absolutely right. You are right. There are two separate steps: gene synthesis, and once you synthesize the gene, Twist is not the cheapest one because their cost is much higher than, say, GenScript, for whom most of their products are generated in China, and their labor cost and everything is cheaper.” — Former Twist employee, director-level"

"the Small Business Administration Policy is far more applicable to the portfolio of a Business Development Company than the valuation guidance set forth by the SEC. — Allied Capital; the appropriate standard is, ‘what can you get for it today?’ — Douglas Scheidt, Associate Director and Chief Counsel in the SEC's Division of Investment Management"

"“I don't know anybody in cardiac transplant as opposed to liver that are using a TransMedics-hired surgeon...the NOP market, the soup-to-nuts offering, is useless for cardiac because I don't know many cardiac surgeons that would ever trust anybody except their own surgeons.” — Prominent surgeon, Director of leading academic transplant center"

""Well, I can give you the marketing answer or I can give you the clinical answer. The marketing answer is they are all very different and unique. Yes. The real clinical answer is there is no difference, none whatsoever, especially in terms of the diagnostic yield, so sensitivity and specificity." — Director at Philips Healthcare, 6/27/24"

"For the year ended December 31, 2021, approximately 3% of our TPV was processed by collection agents that are owned either by our employees or certain of our directors, and in 2020, approximately 5% of our TPV was processed by collection agents that are owned either by our employees or certain of our directors. — Dlocal, 2021 20-F, p. 29"

"“...I feel great about where we are with the studio. Let's not lose sight of the fact that in the last year, the studio had some real success, not to suggest that we didn't have some films that were not successful that we were really disappointed in, but we also had some great success too.” — Robert A. Iger, CEO & Director, January 2024"

"Moreover, we find that the compensation provided by Elliott to their nominees is consistent and comparable to that of the company's continuing directors; specifically, continuing directors have similar upside potential on historical share grants received during their tenure as directors. — David H. Batchelder, Relational Investors LLC"

"“…I feel great about where we are with the studio. Let’s not lose sight of the fact that in the last year, the studio had some real success, not to suggest that we didn’t have some films that were not successful that we were really disappointed in, but we also had some great success too.” — Robert A. Iger, CEO & Director, January 2024"

"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 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"

"Peter joined Marvell at a critical time for the Company and drove crucial changes that were needed to get the company back on track. His insights and influence as a director have catalyzed the changes that have transformed Marvell into a healthy, well-functioning company with strong financial results. — Matt Murphy, CEO of Marvell"

"“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"

"“And I’m not sure another studio will ever achieve some of the numbers that we achieved. I mean, we got to the point where if a film didn’t do a billion dollars in global box office, we were disappointed…That’s an unbelievably high standard and I think we have to get more realistic.” — Robert A. Iger, CEO & Director, November 2023"

"Agriculture is DuPont's most important business, representing ~40% of total segment revenue and ~47% of total segment PTOI excluding Performance Chemicals... It concerns us that Agriculture seemingly borrowed from 2014 to make DuPont's overall 2013 numbers. — Trian letter to DuPont's lead director, Alexander Cutler dated 2/10/14"

"“... Our clients have never asked us for hyper-local advertising, and we don’t see a need with a national product. Patch may be able to get some traction through AOL, but it’s really all about the reach and getting your brand out there. I don’t see this changing in the future....” — Senior advertising agency director, March 2012"

""The merger also will allow the combined firm to issue shares to pursue potential acquisition targets. Having a single stock to make acquisitions is a ‘tool we didn’t have before....'" — BHP Director Malcolm Brinded when Royal Dutch Shell unified its DLC structure in June 2005 (while Brinded was a director at Royal Dutch Shell)"

""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"

"“Yes...on #OTC. Uplisting soon.” — Director Batstone; “We are planning on uplisting in the next three months. We have a lot of people circling the wagons, I should say, to give us money. We are looking for the right money now, at this point in time. We already have the money to uplist. We want to get bigger.” — CEO Doug Cole"

""their company, from a corporate culture point of view, is dishonest...their claims are exaggerated"; "I don't like Waleed or a lot of their upper management...he's doing the fake it til you make it thing...what a fuck-face he is...he's so disingenuous." — Prominent surgeon, Director of a leading academic transplant center"

"As of the 2024 AGM, Misao Kikuchi has 9 public board mandates. By common investor and proxy advisor standards, this constitutes severe overboarding. As well as Keisei, these include: (1) OLC (Outside Director), (2) Keiyo Gas (Exec Chair), (3) Powdertech (Exec Chair), and (4) K & O Energy Group (Outside Director). — Note"

"“As a board member Nelson is about the numbers, about the data and how to make operating performance better, faster. He was collegial and open minded. He was focused on the best path to increase long term value.” — Candace Kendle, Former Co-Founder and CEO, Kendle International, and former Director of H.J. Heinz Company"

"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"

"“But the reality is this is nothing special. It’s like any other biotech company that provides antibody engineering or library services. So, there’s not much of a differentiator. They’re really hard to sell, but with that many people [in sales], that’s why they do get business.” — Former Twist employee, director-level"

"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."

"AS A BOARD MEMBER NELSON IS ABOUT THE NUMBERS, ABOUT THE DATA AND HOW TO MAKE OPERATING PERFORMANCE BETTER, FASTER. HE WAS COLLEGIAL AND OPEN MINDED. HE WAS FOCUSED ON THE BEST PATH TO INCREASE LONG TERM VALUE. — Candace Kendle, Former Co-Founder and CEO, Kendle International, and former Director of H.J. Heinz Company"

"AS A BOARD MEMBER NELSON IS ABOUT THE NUMBERS, ABOUT THE DATA AND HOW TO MAKE OPERATING PERFORMANCE BETTER, FASTER. HE WAS COLLEGIAL AND OPEN MINDED. HE WAS FOCUSED ON THE BEST PATH TO INCREASE LONG TERM VALUE. — Candace Kendle, Former Co-Founder and CEO, Kendle International, and former Director of H.J. Heinz Company"

""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"

"“Exactly. I would say that the person that was the director of R&D, pretty much overseeing the project, was actually a Ginkgo employee at first, so he had really little say because he was an insider from Ginkgo, so he couldn't really tell them what you're doing is not the perfect thing.” — Current Motif executive"

"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."

"Ms. Xu worked at NQ for less than six months, as marketing director, and then left NQ in 2007 in order to buy her stake in YDT; YDT is a separate and completely independent business from NQ; and NQ accounts for only 60% of YDT’s revenue. — NQ “Response to J Capital Report, ‘NQ Not At Any Price,’” August, 2013."

"The morale has gone down with the sale to Hill Rom. — Current Employee, Director of Quality. Once Hill-Rom acquired Welch Allyn the culture and vibe completely changed. The bottom line was all that mattered and a culture of fear and 'who's going to be let-go next' quickly evolved. — Former Employee, Anonymous."

"Iger told board members he didn't think Chapek needed to audition for the role... Iger told [Chapek] that instead of the one-on-one board interviews, Disney's lead independent director, Susan Arnold, would be in touch... She and Iger had both recommended Chapek for the job, and the board had approved. — CNBC"