Callouts & quotes from 617+ activist slides

"Independent proxy advisors ISS, Glass Lewis and Egan-Jones agree: support Elliott’s case for change at Phillips 66 (NYSE: PSX). Vote by the May 21st deadline to add new voices to the boardroom that put shareholders’ interests first."

"Mr. Starrett's biography fails to disclose that he served on both the Boards of AFC Enterprises (Nasdaq: AFCE) from 1998 – 2005 and The Pantry (Nasdaq: PTRY) from 1999 – 2006 during the period when a financial restatement occurred."

"“Despite the portfolio upgrading effort, a valuation gain has been elusive” — Goldman Sachs. “the market is currently discounting the potential for Huntsman to achieve these goals.” — Starboard Value (commentary on Huntsman slide)."

"“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)"

""In our experience, boards are most effective at overseeing and advising management when there is a senior, independent board leader." — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"

""In our experience, boards are most effective at overseeing and advising management when there is a senior, independent board leader." — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"

""TWX's advanced broadband delivery systems are expected to provide an important distribution platform for AOL's interactive services, which is expected to result in incremental subscriber growth." — The Board of Time Warner Inc."

""The Board has fiduciary obligation to engage with any legitimate person that comes forward with a good offer. The Board will always do its fiduciary obligations when something like that occurs." — Maynard Webb, December 9, 2015"

"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"

"It is unfortunate that a company as iconic as Disney and with so many challenges and opportunities has refused to seriously engage with us, its largest active shareowner, about board representation. — Nelson Peltz, Trian's CEO."

""The Box Board remains unified in its ongoing commitment to acting in the best interests of all stockholders, and to ensuring Box benefits from world-class corporate governance and oversight." — Box Press Release, May 17, 2021"

"“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 fact that the Company would refer to this deal as being done at 9x EBITDA demonstrates management and the Board’s fundamental lack of understanding of the assets they sold and a predilection for misleading shareholders."

"of our engagement, Elliott has been extremely complimentary of our Board, management team and business. We appreciate Elliott’s recognition of the uniqueness and strength of Alexion’s business.” — Alexion Pharmaceuticals"

"How can Lawrence Kurzius be expected to handle his new responsibilities as Chair and “drive sustainable growth and long-term value for shareholders” when his predecessor sits in the same boardroom? — Ancora Alternatives"

"...I would be concerned with the lack of credibility this management team has in the marketplace. I think that’s unacceptable. — Sigmund Cornelius, Elliott nominee for Phillips 66's Board and former CFO, ConocoPhillips"

"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)"

"Since [emerging from bankruptcy], the Board has overseen significant accomplishments, and we are proud of the results that our Company delivered during a challenging period. — The SandRidge Board, 2017 Proxy Statement"

"Following his appointment in 2022, Shaw took decisive action and began implementing a balanced strategy to deliver safe and reliable service, continuous productivity improvements, and growth. — Norfolk Southern Board"

"“We encourage you to rely on the judgment of the Arconic Board, which is independent, objective and thoroughly dedicated to the interests of all Arconic shareholders.” — Arconic Letter to Shareholders, March 2, 2017"

"“Across the board, [customers] are just trying to get by – not cut back employees, etc.... Nobody’s going to add anything. Its just not going to happen.” — Cybersecurity Expert, Former Forescout Relationship Manager"

"“distributors can make it [to President's Team] even faster today than we did [that is, faster than three years].” — John Tartol, Herbalife board member. “More Money Than You Can Imagine.” — Herbalife testimonials."

"There is also no link between the appointment of Mr. Vilanek to the supervisory board and the acquisition of freeXmedia; freeXmedia was only a smaller part of the entire Ströer Interactive transaction. — Ströer SE"

"“They don't trust it immediately because they never heard about it at their leading institution. If they don't have that many academics on board, that's a big problem for them.” — Bristol Meyers Squibb employee #1"

"Infoscreen receives no cross-subsidies from standard billboards. Rental costs are unambiguously allocated to individual projects. Consequently they are also unambiguously allocated to the firm concerned. — Müller"

"There is no guarantee that, if given another occasion to make a unilateral choice in contravention to shareholders' wishes, the board will not destroy shareholder value. — Institutional Shareholder Services (ISS)"

"In our view, it is clearly now necessary for the supervisory board to take direct responsibility for this investigation immediately and to resolve the outstanding questions that the report has failed to answer."

"If you have concerns about the direction and performance of the company...vote for my fellow nominees and me using the GOLD card. — Sig Cornelius, 30-year ConocoPhillips employee, Elliott board nominee for PSX."

"“This is a company that has good people, has a rich history, and great assets that don't necessarily belong together.” — Sigmund Cornelius, Elliott nominee for Phillips 66's Board and former CFO, ConocoPhillips"

"It was really about getting a very long-term, value-added shareholder around the table, a nine-figure investor that is at the Board, really, really focused on shareholder returns. — CEO Aaron Levie, April 2021"

"“You are being asked to choose between a Board and management team that are successfully executing a proven plan to build a better and more valuable company, and Mr. Peltz” — David Taylor, CEO, August 14, 2017"

"These are exciting times for Parkland and as a board and company we are focused on moving ahead, executing on the strategy and delivering value which I trust are common objectives we share. — Steven Richardson"

"“Alleged unethical behavior is not new in the Bolloré empire; revealing structural mismanagement of such risks, further magnified by lack of effective board oversight.” — MSCI ESG Research LLC, June 21, 2018"

"“Like for any CEO, the trust and alignment with the board are key ... I hope I will get it with the next board... I look forward to working with everyone in the coming years.” — Amos Genish, 24-Apr, TIM AGM"

""The $31 million tax benefit was related to the ADPP termination approved by our Board in July 2018, as well as lump-sum payments associated with two U.S. nonqualified benefit plans." — Q3'2018 10-Q, p. 27"

"I was particularly annoyed about the shameless allegation that Ströer did not have any proper corporate governance and that the supervisory board was not independent. Intolerable effrontery! — Udo Müller"

"“...Fuji Xerox is the only potential supplier that is not a direct competitor of Xerox and would therefore be aligned in its interests to provide competitive pricing for those materials” — Xerox board"

"“Elliott would like to commend the Board and management team for the significant steps taken to build a better Alcoa and maximize value for shareholders.” — Elliott presentation to Alcoa, Nov. 9, 2015"

"“Trian has been very good for DuPont investors so far, and we think its proposal to strengthen the DuPont Board could extend that helpful boost longer term.” — CLSA “Gridlock” analyst report on DuPont"

""Trian has been very good for DuPont investors so far, and we think its proposal to strengthen the DuPont Board could extend that helpful boost longer term." — CLSA "Gridlock" analyst report on DuPont"

"“Trian has been very good for DuPont investors so far, and we think its proposal to strengthen the DuPont Board could extend that helpful boost longer term.” — CLSA “Gridlock” analyst report on DuPont"

""[Avon's] apparent lack of succession planning is 'an extraordinary indictment of the board,'" said Mark Cohen, professor at Columbia Business School and former CEO of Sears Canada. — Reuters article"

"Such a blanket conclusion does not appear to be supportable. Section 303A.02(a) requires a board to make independence determinations based on all relevant facts and circumstances. — NYSE Q&A document"

"Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) have previously highlighted that the Board has rewarded bottom quartile performance with top quartile pay."

"Elliott would like to commend the Board and management team for the significant steps taken to build a better Alcoa and maximize value for shareholders. — Elliott Presentation to Alcoa, Nov 9, 2015"

"“All members of audit, compensation, and nominating/governance board committees should be independent” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"

"Brian Coffman, Elliott nominee for Phillips 66's (NYSE: PSX) Board and former CEO of Motiva Enterprises, doesn't buy the argument that Phillips' refining assets are "old and tired." — Streamline 66"

"“All members of audit, compensation, and nominating/governance board committees should be independent” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities - January 2024"

""The board is unanimously recommending this all-cash offer by Nuvei to buy SafeCharge at an attractive premium, which represents compelling value for SafeCharge shareholders" — igamingbusiness.com"

"In the beginning, HBOP ordered a corrugating medium paper machine, but now, it's ordering a kraft board paper machine. — Mr. Zhang, General Manager of Sales, Henan Qinyang First Paper Machine Ltd."

"CPG is a street fight at the shelf (...) How do you do that with a largely Japanese board that has nobody from marketing, nobody from E-Com, nobody from supply chain on there? — Anonymous Investor"

"CEO Sunny Verghese has suggested that instead of shorting Olam, Muddy Waters should go long and work with the board to improve the Company. Thank you, Mr. Verghese, but we must politely decline."

"hon·est /'änəst/ free of deceit; truthful; sincere; candid; frank; open; forthright; straightforward; plain-speaking; upfront; aboveboard — Automotive Logistics 2016, CEO Jacobs' Presentation"

""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"

"We also understand that there were disagreements on changes to Board composition and frustrations over the speed at which they were occurring... — TD Cowen analyst note, January 2, 2024."

"We see a lot of potential in the Phillips 66 refining company. I mean, there's just tremendous capability there. — Brian Coffman, Former CEO of Motiva Enterprises, Elliott Board Nominee"

"WE SEE A LOT OF POTENTIAL IN THE PHILLIPS 66 REFINING COMPANY. I MEAN, THERE'S JUST TREMENDOUS CAPABILITY THERE. — Brian Coffman, Former CEO of Motiva Enterprises, Elliott Board Nominee"

"It appears obvious that the Board’s true intention with respect to the Preferred Financing was to “buy the vote” ahead of a potential election contest with Starboard. — Starboard Value"

""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"

"We have had a thorough discussion within the Board and Management and of course with our legal advisors regarding how transparent we should and can be. — TeliaSonera Board/Management"