Callouts & quotes from 617+ activist slides

"“Pitolisant is mostly metabolized by CYP450 2D6 and the metabolic phenotype of this enzyme varies widely across individuals (ultra-low, normal, high and ultra-high metabolizers)... the potential for changes in pitolisant levels and associated cardiovascular complications are downplayed across the board.” — Pharmacology consultant engaged by Scorpion Capital"

"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"

"“Effective 2023, Parkland’s Board has adopted a 10-year term limit for its Board, excluding executive Board members. Notwithstanding the foregoing, the Board Chair may stand for re-election outside of the 10-year limit in order to ensure that appropriate succession is in place and to ensure an orderly transition.” — Parkland’s 2023 Information Circular."

"We supported Mr. Pease’s appointment to the Board, in part because we were encouraged by his outlook on corporate governance. For example, during the interview process with us, Mr. Pease shared the very clear and widely held view that having a CEO also serve as Board Chair was detrimental to a company in need of change. — Elliott Investment Management"

"Elliott Investment Management has won support from a prominent Phillips 66 investor for its campaign to replace some of the oil refiner's board members. Gregory Goff said...that Phillips 66's pursuit of midstream assets alongside its refining business has failed to deliver shareholder value relative to more streamlined peers. — The Wall Street Journal"

"Our manufacturing capabilities in Brazil consist of receiving unmounted ICs in wafer form from third-party wafer fabs, preparing and packaging the ICs into semiconductor components, testing the components, and in some cases placing these components on substrates or printed circuit boards to make modules or multi-chip packages. — SGH 2018 SEC Form 10-K"

"“If we want investors to believe in the Phillips 66 story and have confidence in the Company as a best-in-class operator – this confidence starts with the Board and Management setting and meeting clear performance objectives. Investors are fed up with the lack of accountability and oversight from the current Board and Management.” — Stacy Nieuwoudt"

"CLEAR showed off all the data that it collected on customers who enter stadiums, with the title “Identity Dashboard — Valuable Marketing Data.” That data includes favorite foods and beverages at sports stadiums, when they arrive at games, what kind of credit card they have, whom they attend games with, and how often they fly first class. — OneZero"

"If we want investors to believe in the Phillips 66 story and have confidence in the Company as a best-in-class operator – this confidence starts with the Board and Management setting and meeting clear performance objectives. Investors are fed up with the lack of accountability and oversight from the current Board and Management. — Stacy Nieuwoudt"

"“We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests” — BlackRock Proxy Voting Guidelines for US securities"

"“...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"

"We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests — BlackRock Proxy Voting Guidelines for US securities"

"Electing new management nominees is itself likely to be seen as a vote for the old order; electing dissident nominees, if they carry meaningful credentials and experience, sends a far stronger signal to the incumbent board, and is thus more likely to effect change. — ISS Proxy Advisory Services, Barnes & Noble Proxy Contest, September 2010"

"“made material misstatements and omissions to key stakeholders, such as the Board, the Company's external auditors, and the Securities and Exchange Commission ("SEC")” and that “At one point, Mr. Petit falsely testified under oath during a deposition when discussing the Company's largest distributor”. — MiMedx Audit Committee investigation"

"[...] the Board regularly reviews its leadership structure and considers this to be a key component of fulfilling its fiduciary duties to our shareholders. Importantly, the Board has chosen to maintain flexibility in its leadership structure and has not mandated the separation of the Chairman and CEO roles — BlackRock Proxy Filing 2024"

"“The proposed spin-off of Aabaco Holdings, Inc. ("Aabaco Holdings") is not Yahoo's best alternative. Instead, you should be exploring a sale of Yahoo's core Search and Display advertising businesses ("Core Business") and leave Yahoo's ownership stakes in Alibaba Group and Yahoo Japan in the existing corporate entity.” — Starboard Value"

"[...] the Board regularly reviews its leadership structure and considers this to be a key component of fulfilling its fiduciary duties to our shareholders. Importantly, the Board has chosen to maintain flexibility in its leadership structure and has not mandated the separation of the Chairman and CEO roles — BlackRock Proxy Filing 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"

"If Arconic's board is so ‘uniquely positioned’ to steer the company in the right direction, why did it wait until after Elliott raised some of these issues to do something about them? Alcoa seems to have found the time to improve its corporate governance following the split in November. — Brooke Sutherland, Bloomberg, March 6, 2017"

"“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"

""Agrium's Board has, in our view, done little to ensure that shareowners in the company have the information they need to make informed decisions" — Credit Agricole / CLSA, 11/5/12; "Agrium's EBITDA targets can be met with acquisitions at any price at all, with no reference to return on capital" — Credit Agricole / CLSA, 11/5/12"

""We are not privy to PepsiCo's specific holdings or their investment strategy," Danimer Scientific said in the statement. "PepsiCo continues to be a strong strategic partner to Danimer Scientific through a fruitful business relationship and PepsiCo's seat on Danimer Scientific's board." — Danimer Scientific (via Seeking Alpha)"

"No, I have not seen a live demonstration... I have not seen a working device or any pictures or images from or computerized tomography pictures of this, or images with this device yet. I don't think that's something that is done yet. As far as I know, no one has gotten scanned by this device yet. — NNOX Advisory Board Member"

"From a product and tech perspective, I was very concerned with a few of the earlier acquisitions. Lightspeed ecommerce was a very challenging product and very difficult to onboard. Shopify's claim to fame is to have your ecommerce shop up and running within minutes, for Lightspeed it's not the same. — Former LSPD Employee"

"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"

""Peltz and his founding partners, Peter May and Ed Garden, have a reputation as savvy operators and tend to be seen as a constructive presence in boardrooms, a goal they've managed to achieve in recent years through a combination of public prodding and private suasion." — Kevin Allison, Reporter, Reuters Breakingviews"

"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"

"“Peltz and his founding partners, Peter May and Ed Garden, have a reputation as savvy operators and tend to be seen as a constructive presence in boardrooms, a goal they've managed to achieve in recent years through a combination of public prodding and private suasion.” — Kevin Allison, Reporter, Reuters Breakingviews"

"The coal price assumptions are the same assumptions that we use in all of our businesses. But what I can say is they are below the consensus curves. And the adjustment in valuation, not only was our external auditor, E&Y, comfortable with, but our Audit Committee and our board are very comfortable with. — Mr. Alireza"

"Peltz and his founding partners, Peter May and Ed Garden, have a reputation as savvy operators and tend to be seen as a constructive presence in boardrooms, a goal they've managed to achieve in recent years through a combination of public prodding and private suasion.” — Kevin Allison, Reporter, Reuters Breakingviews"

""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"

"“Disney has an experienced, diverse, and highly qualified Board that is focused on the long-term performance of the Company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value.” — The Walt Disney Company, December 2023"

"Disney has an experienced, diverse, and highly qualified Board that is focused on the long-term performance of the Company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value. — The Walt Disney Company, December 2023"

"“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"

"The Committee is responsible for “periodically reviewing and advising the Board on the Company’s strategic direction and investment in research and development and technology (“R&D”). Such oversight shall include key aspects of internal and external investments.” — Charter for the Science and Technology Committee"

"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."

"In a separate action, the board voted to reduce for 2003 the management fee rate to 24 percent from the current 25 percent... this action was taken after the board's consideration and review of the relative financial position of the Erie Insurance Exchange and the Erie Indemnity Company. — Company Transcripts"

""Adding Nelson Peltz of Trian on our Board has the potential to derail the transformation we're leading at P&G... P&G has a diverse and experienced Board that is actively overseeing our transformation and will continue to be agents of change to improve P&G's global performance." — David Taylor, August 1, 2017"

"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"

"“They can take all those fees and save them and put this man on the Board who’s done more homework than anyone else – and he’ll give you this homework for free! Memo to Procter & Gamble: Peltz is cheaper than all of those advisors and knows the space.” — Jim Cramer, CNBC ‘Squawk on the Street’, 27 July 2017"

""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"

"“America has rolled by like an army of steamrollers. It’s been erased like a blackboard, rebuilt, and erased again. But baseball has marked the time. This field, this game, is a part of our past, Ray. It reminds us of all that once was good, and that could be again.” — Terrence Mann, “Field of Dreams” 1989"

"In September 2024, DND threatened to sue shareholders who collectively represent nearly 40% of the Company’s shares based on completely frivolous claims; the Board accused those shareholders to be in breach of U.K. and Australian national security regulations, which are entirely irrelevant — Engine Capital"

"A provision in an indenture with such an eviscerating effect on the stockholder franchise would raise grave concerns. In the first instance, those concerns would relate to the exercise of the board's fiduciary duties in agreeing to such a provision. — Delaware court in Amylin Pharmaceuticals (May 12, 2009)"

""In summary – we want you to elect a major shareholder to the board, in this case it would be me representing Pershing Square. We own 8.3% of the company… this has the effect of sending a very powerful message to the management and the board…" — Bill Ackman, "The Time is Now" Presentation, August 17, 2017*"

""...a growing level of excitement among our team and our board about this [PDN] opportunity. So, I would say we are, with each passing month, we get, the more psyched internally about the ability to enter this market and grow a meaningful and defensible business..." — Keith Grossman, CEO, comments 11/5/20"

"“The transaction provides the ability for stockholders to elect to either monetize their investment or participate in any upside potential with KKR as a committed partner that believes in the growth strategy that the Box Board and management team are executing.” — Company Issued Press Release, May 2021"

"DTT has informed the Company in its resignation letter that it was no longer able to rely on the representations of management and that it had lost confidence in the commitment of the Board and the Audit Committee to good governance and reliable financial reporting. — Deloitte Touche Tohmatsu (DTT)"

"Norfolk Southern has brought on John Orr as COO to accelerate the execution of its strategy. John Orr is a Precision Scheduled Railroading expert and comes to Norfolk Southern following a long and successful career at multiple railroads including Canadian National and CPKC. — Norfolk Southern Board"

"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”)."

"“Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation...” — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

""Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation..." — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

"“Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation...” — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

"For these reasons, I am supporting Elliott Investment Management in its engagement with Phillips 66. I believe Elliott's nominees to the Board - some of whom I know personally from my time at ConocoPhillips - have the potential to instill a new culture in the Phillips 66 boardroom. — Gregory Goff"

"Ted Miller is attempting to gain control of Crown Castle . . . and install himself as Executive Chair, or Chair in some capacity. Please revise to provide support, given that Mr. Miller is only seeking a minority of Board seats. — Division of Corporation Finance, Office of Mergers & Acquisitions"