Callouts & quotes from 497+ activist slides

"The Amdocs deal reports, in which it reported a 16% drop in billing revenue, to $251 million. Comverse does not fill any gaps in Amdocs' technology portfolio, nor was it a competitive threat to Amdocs. — Sheryl Kingstone, 451 Research director"

"In a powerful validation of the urgent need for change at Phillips 66, all three leading proxy advisory firms - Institutional Shareholder Services, Glass Lewis and Egan-Jones-have recommended shareholders vote FOR Elliott's director nominees."

""The leadership is a group of entitled, immature, self-serving individuals. They are all friends from past professional life who are patting each other's back. So many poor decisions in recent year." — Director, iRhythm, Glassdoor, 9/5/24"

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

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

"“serves on an excessive number of public company boards, which we believe raises substantial concerns about the director's ability to exercise sufficient oversight on this board” — BlackRock (in their voting rationale for Item 5.9)"

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

"We determined that Ms. McIntosh's experience in the public education sector and her experience serving as an advisory board member qualify her to serve as an independent director on the Board. — PowerSchool 2023 Proxy Statement"

"“I would say it’s getting worse. I can notice. They used to be not that delayed. They could still keep a majority of their orders on time. But recently, I think it’s just getting worse.” — Former Twist employee, director-level"

""With China's industrial upgrade, our country should be able to own independent and controllable key technologies. AI chip is China's opportunity to catch up in the semiconductor sector," said Leiwen Yao, director at Tencent"

"“Smith gestured to the hunting ground and said, ‘See those woods over there, well in the South, we take people out there that don’t understand our way and behave good’” — Alleged quote by Director Tim Smith cited in lawsuit."

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

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

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

"serves on an excessive number of public company boards, which we believe raises substantial concerns about the director's ability to exercise sufficient oversight on this board — BlackRock (in proxy voting disclosure)"

""But at the end of the day, I think investors usually, and appropriately so, try to determine whether the company can generate higher returns than the synthetic alternative(1)." — Doug Terreson, Phillips 66 Director"

"one of the employees of this client is also a director and shareholder in MC [Modular Concepts], and this relationship has entailed healthy inflow of orders from the client. — ICRA Modular Concepts LLC credit rating"

""But at the end of the day, I think investors usually, and appropriately so, try to determine whether the company can generate higher returns than the synthetic alternative(1)." — Doug Terreson, Phillips 66 Director"

""Penumbra is not held to the same standard as [us] and [competitor].... We have to be much more cautious [about our spending]. We have limits that we have to stay under." — Neurovascular Products Sales Director"

"prolonged high prices would result if the decline in fossil fuel investment in this scenario were to precede the expansion of clean energy — IEA Executive Director; far from guaranteed — IEA Executive Director"

"“We pack garbage for them anyway and they always take it, but we’ve hit new lows.” — Randal Rahal, former Director of SK Foods (the predecessor to Olam Tomato Processing) on SK Foods prior to its sale to Olam."

""You're getting to a point where you've acquired a very significant proportion of the U.S. adult population, and your ability to grow further is constrained..." — Former Director at Intuit, Tegus, 8/2/22"

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

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

"“historically, DCD livers were utilized, in a gray area, maybe 8% of the time...so very, very low utilization.” — Transplant surgeon and surgical director at a high volume academic center in Utah"

"According to the FTC, fraud has become a nearly $16 billion industry in the USA and continues to grow, as stated by Lois Greisman, Associate Director of the FTC's Division of Marketing Practices."

""For Mr. Andersen, those relationships included ordinary course commercial transactions between our company and an entity for which Mr. Andersen is a director." — XPO 2016 Proxy Statement, p.18"

""For Mr. Andersen, those relationships included ordinary course commercial transactions between our company and an entity for which Mr. Andersen is a director." — XPO 2016 Proxy Statement, p.18"

""Having a classified board is not an accountability issue for Alcoa. The company's corporate governance policies hold directors accountable to shareholders." — Alcoa's 2011 Proxy Statement"

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

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

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

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

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

""Reporting revenue in the wrong period gives investors a distorted view of a company's financial condition" — Melissa Hodgman, Associate Director in the SEC's Division of Enforcement."

""The Board of Directors elected by the shareholders is responsible for the strategic direction and supervision of the company." — Swiss Code of Best Practice for Corporate Governance"

"Mr. Bradley is Chief Executive Officer and sole director of EOS Technology Holdings Inc. (formerly known as Data Vault Holdings Inc.) and the spouse of Sonia Choi. — Footnote 6"

"These independent directors agreed to join our board, because they believe in our outstanding plan and they recognize that our plan is the right plan... — John Hess's Nominees"

"“If the Lasertec tool is working, then great. If it's not working, I think people can get by, but it's slow...” — Ex-KLA director of engineering focused on EUV mask inspection"

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

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

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

"LEADING PROXY ADVISORY FIRM ISS RECOMMENDS PHILLIPS 66 SHAREHOLDERS VOTE FOR ALL FOUR OF ELLIOTT’S DIRECTOR NOMINEES — Institutional Shareholder Services Inc. (ISS)"

"Creators lost sight of what their No. 1 objective needed to be. We have to entertain first. It’s not about messages. — Robert A. Iger, CEO & Director, November 2023"

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

"Creators lost sight of what their No. 1 objective needed to be. We have to entertain first. It’s not about messages. — Robert A. Iger, CEO & Director, November 2023"

"“Yes, yes. That’s true. Twist tries to automate the process, but I can give you one example of how gene synthesis works.” — Former Twist employee, director-level"

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

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

""Our 10 director nominees bring a balance of skills, qualifications and backgrounds in overseeing our company, as highlighted below" — AVY Proxy March 2020"

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

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

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

"there's no confidence in my opinion that it will be a reliable product. — Ex-KLA director of engineering focused on EUV mask inspection"

"tenure of more than nine years (can) ... potentially compromise a director's independence — Institutional Shareholder Services ("ISS")"

"“We were told, ‘Figure out product market fit and we’ll figure out margins later.’” — Former Samsara Director, Product Management"

"For Fiscal 2023, we discontinued elections under the Director Deferred Compensation Program. — Floor & Decor 2023 Proxy Statement"

"The Lead Independent Director, especially in a dual Chairman and CEO role, should be like 'Caesar's wife'(1) - beyond suspicion."

"The Lead Independent Director, especially in a dual Chairman and CEO role, should be like ‘Caesar's wife’ - beyond suspicion."

"“An attempt at an international launch has stalled and has been largely abandoned.” — Director, iRhythm, 12/29/24, Glassdoor"