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Callouts & quotes from 58+ activist slides

Every emphasised callout and every pulled quote, extracted slide-by-slide. Search by keyword, filter by slide type or by source.

Showing 1–58 of 58 matching "believes"
quote other

""We, therefore, encourage you to support the changes sought by our fellow shareholders at Elliott Management. We intend to support Elliott's proposed proxy slate because it serves the long-term interests of the Company and its owners." — First Pacific Advisors, February 6, 2017; "Independent members of this board, who own less than 0.1% of outstanding shares, continue to disregard the overwhelming publicly expressed desire for leadership change from the company's largest long-term owners, including Orbis." — Adam Karr, Orbis Investment Management, March 3, 2017; "Lion Point believes that Elliott's plan for value creation can reverse the past and set new Arconic on a better path to creating shareholder value." — Lion Point Capital, February 16, 2017; "It's a CEO problem—there has been no value created." — Sarat Sethi, Douglas Lane & Associates, February 30, 2017; "We also acknowledge activism could create an opportunity to highlight value that is even higher at $40 (and in the range of the activist target) to account for significant margin expansion from current levels, premised on a market P/E of 17x and earnings of $2.37." — Morgan Stanley, February 1, 2017; "In our view, a new CEO is an important positive catalyst to more expeditiously improve the company's operations and increase its margins while rationalizing capital expenditures / M&A opportunities." — Wolfe Research, February 6, 2017; "Elliott has a good case. Investor returns under Chief Executive Klaus Kleinfeld, who took over at Alcoa in 2008 and now runs Arconic, have been poor. Investors have seen their stock lose well over half its value under Kleinfeld." — Reuters, February 1, 2017; "Saving Klaus from Paul Singer is top priority for its management. Drain the swamp. Let Elliott Management's recommendations prevail. Too many good people are getting hurt throughout this Company." — Glass Door, March 17, 2017; "If I were an Arconic shareholder, I would be voting the "blue card" to bring the dissidents to power." — Pittsburgh Tribune, March 13, 2017"

Arconic Inc. · ARNC Elliott Management · p. 22
quote villain critique

"“We find it odd management believes value can be created by separating the business into two mature companies... We think one of the most interesting statements in the Darden release was the following one: ‘A spin-off will also allow us to target our efforts and investments on value creation opportunities that may be material to a stand-alone Red Lobster but not to Darden overall.’ Management did not elaborate on this value-creation opportunity during the conference call, but we believe monetizing the real estate Red Lobster owns may be impactful for shareholders.” — KeyBanc, December 20, 2013; “On the day Darden’s strategic plan was announced, the stock closed down 4% to $51. This didn’t exactly strike us as a vote of confidence in management’s plan to create value. Two days later, Starboard Value announced a 5.5% position in the company and the stock rallied 6%. For the most part, the stock has traded sideways since then, until rallying 3% on the news that Starboard retained former Olive Garden president Brad Blum to serve as an advisor in its battle against Darden. The takeaway from stock action and, in our opinion, sentiment since 12/20/13 is the stock rallies when there is movement toward replacing management and sells off when management publicly digs their heels in.” — Hedgeye, February 24, 2014; “Moving forward with Red Lobster sale or spin. Unless the separation helps drive a significant improvement in operating results, we don’t envision this being very accretive to valuation. Mgmt has previously stated standalone RL will do mid-to high single-digit EBIT growth, a target that appears aggressive.” — Oppenheimer, March 3, 2014"

Darden Restaurants, Inc. · DRI Starboard Value · p. 55
quote precedent table

""This process will unlock the tremendous value of our real estate portfolio as we create two distinct public companies, which allows us, to attain a much lower blended cost of capital and allows us to move into markets and places and - where we cannot go today." — Peter Carlino, Chairman and CEO, Nov 16, 2012; "The Company's board of directors believes that a REIT conversion could provide substantial benefits to the Company and its shareholders given its significant real estate holdings." — Press Release, August 25, 2014; "Investors favor companies with greater strategic focus on our core businesses. We are exploring the opportunity to improve upon the excellent shareholder return created since MSG's spin-off over four years ago by separating our business into two companies, each with its own distinct value proposition for investors." — Tad Smith, CEO, October 27, 2014; "We believe the separation would provide a lower weighted average cost of capital and an attractive financial platform to take advantage of future opportunities to create long term shareholder value" — Anthony Sanfilippo, CEO, November 6, 2014; "We, together with our board, have been working with our financial and legal advisers, to make sure we are best positioned to increase shareholder value over the long term, including potentially, through the formation of a REIT." — Keith Smith, CEO, October 30, 2014; "The structure of the agreement enables us to capture the value of Red Lobster and establish a market validated valuation of its real estate" — Chuck Ledsinger, Lead Director of Darden's Board, May 16, 2014"

Dillard's, Inc. · DDS Marcato · p. 5
quote appendix data

""We find it odd management believes value can be created by separating the business into two mature companies." — KeyBanc, December 20, 2013; "...But we continue to believe [management's] plan doesn't address RL problems for investors... We believe the most favorable outcome for investors under the current plan is a sale of RL, but short of that we see risk to the downside if investors inherit RL shares." — UBS, March 3, 2014; "We believe Red Lobster has a valuable asset base that makes Darden's overall real estate portfolio materially more attractive than it would be without it. We fear management's current plan to spinoff Red Lobster is reactionary and lacking integrity." — Hedgeye, March 12, 2014; "Moving forward with Red Lobster sale or spin. Unless the separation helps drive a significant improvement in operating results, we don't envision this being very accretive to valuation." — Oppenheimer, March 3, 2014; "It remains unclear to us why the combined valuation of the separate companies would exceed current DRI valuation." — Bank of America, March 3, 2014; "Despite Opposition, Management is Moving Forward in Divesting Red Lobster: Overall, we believe the Street is disappointed by the divestiture of Red Lobster on its own." — Sterne Agee, March 21, 2014"

Darden Restaurants, Inc. · DRI Starboard Value · p. 291
quote appendix data

"“We find it odd management believes value can be created by separating the business into two mature companies.” — KeyBanc, December 20, 2013; “...But we continue to believe [management’s] plan doesn’t address RL problems for investors... We believe the most favorable outcome for investors under the current plan is a sale of RL, but short of that we see risk to the downside if investors inherit RL shares.” — UBS, March 3, 2014; “We believe Red Lobster has a valuable asset base that makes Darden’s overall real estate portfolio materially more attractive than it would be without it. We fear management’s current plan to spinoff Red Lobster is reactionary and lacking integrity.” — Hedgeye, March 12, 2014; “Moving forward with Red Lobster sale or spin. Unless the separation helps drive a significant improvement in operating results, we don’t envision this being very accretive to valuation.” — Oppenheimer, March 3, 2014; “It remains unclear to us why the combined valuation of the separate companies would exceed current DRI valuation.” — Bank of America, March 3, 2014; “Despite Opposition, Management is Moving Forward in Divesting Red Lobster: Overall, we believe the Street is disappointed by the divestiture of Red Lobster on its own.” — Sterne Agee, March 21, 2014"

Darden Restaurants, Inc. · DRI Starboard Value · p. 291
quote precedent table

"“We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including the appointment of and role played by a lead director, a company's performance, and the overall governance structure of the company.” — State Street. “The funds also support independent leadership in the boardroom. That may take the form of an independent chair or a lead independent director. Regardless of title, the role's responsibilities should be robust and clearly defined through company disclosure” — Vanguard. “In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstance” — Fidelity."

BlackRock, Inc. · BLK Bluebell Capital · p. 76
quote precedent table

"We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including the appointment of and role played by a lead director, a company's performance, and the overall governance structure of the company. — State Street. The funds also support independent leadership in the boardroom. That may take the form of an independent chair or a lead independent director. Regardless of title, the role's responsibilities should be robust and clearly defined through company disclosure — Vanguard. In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstance — Fidelity."

BlackRock · BLK Bluebell Capital · p. 76
quote ceo quote

""Waste Industries strongly complements GFL’s brand with an over 47-year history of providing excellent customer service to its local communities and has a management team with a proven track record of harnessing technology, processes and systems to drive operating efficiencies. We are excited to welcome the management team and the more than 2,850 employees of Waste Industries to the GFL family." — GFL Press Release. "We do not believe Decatur County’s allegations are supported or accurate. The Waste Industries Parties are vigorously disputing the merits of Decatur County’s claims, but we cannot predict the final outcome of this dispute." — F-1 Filed Nov 1st, 2019. "In the normal course of business activities, the Company is subject to a number of claims and legal actions that are made by customers, suppliers or others. Though the final outcome of actions outstanding or pending at the end of the period is not determinable, management believes the resolutions will not have a material effect on the financial position, statement of operations or cash flow of the Company." — F-1 Filed Nov 1st, 2019."

GFL Environmental Inc. · GFL Spruce Point Capital · p. 74
quote ceo quote

"The revised performance goals were set at aggressive levels that reflected our realistic expectations at the height of the COVID-19 pandemic. Achievement levels between threshold and target result in payouts from 0% to 100% of target awards. Achievement levels between target and maximum result in payouts from 100% to 200% of target awards. If we achieve corporate adjusted EBITDA of less than 85% of target, the payout for all other components may be capped at target. If corporate adjusted EBITDA is less than 75% of target, the threshold goal, then payment of any other component of the award would be at the discretion of our CEO and the Compensation Committee. The Compensation Committee believes that requiring a minimum adjusted EBITDA threshold be met to receive any payment with respect to the annual cash performance awards both aligns executives' interests with those of stockholders and prevents excessive annual cash performance award payments in times when our financial performance fails to meet our expectations. — Board's Annual Cash Bonus Compensation Philosophy (2021 Proxy Statement)"

Huntsman Corporation · HUN Starboard Value · p. 121
quote villain critique

"The Alcohol and Tobacco Tax Trade Bureau ("TTB") performed a federal excise tax audit of the Company's subsidiaries, MGPI of Indiana, LLC and MGPI Processing, Inc., for the periods January 1, 2012 through July 31, 2015 and January 1, 2013 through July 31, 2015, respectively. The Company is in the process of addressing the preliminary findings of the TTB audit regarding clerical errors and support for storage losses. The Company is unable to determine the probability that additional excise tax and penalties will be owed and cannot reasonably estimate the amount thereof. However, the Company believes it is probable that a penalty may be imposed by the TTB as a result of certain TTB audit findings but it is unable to reasonably estimate the amount thereof. Management expects that the aggregate liabilities, if any, arising from such legal and regulatory proceedings, including the TTB audit, would have a material adverse effect on the consolidated financial position or results of operations of the Company. — 10-K, Mar 10, 2016"

MGP Ingredients, Inc. · MGPI Spruce Point Capital · p. 47
quote ceo quote

"In the third quarter of 2018, the Company changed its policy related to the cash flow presentation of foreign currency option contracts as the Company believes cash receipts and payments related to economic hedges should be classified based on the nature and purpose for which those derivatives were acquired and, given that the company did not elect to apply hedge accounting to these derivatives, we believe it is preferable to reflect these cash flows as Investing activities. Previously, these cash flows were reflected within Operating activities. Net cash used by investing activities for the nine months ended September 30, 2018 includes a reclassification of $13 million of cash usage that had been reflected within Operating activities for the six months ended June 30, 2018. Prior years' impact were not material. With this change in presentation, all cash flows related to the foreign currency contracts are included in Investing activities on the Condensed Consolidated Statements of Cash Flows. — XPO Q3 10-Q"

XPO Logistics, Inc. · XPO Spruce Point Capital · p. 33
quote precedent table

""Our energy marketing and retail marketing businesses remain a long-term strategic part of our portfolio that generate attractive returns..." — John Hess, CEO, Hess Corp, 11/2/12; "The Board believes that Arconic has the right strategy and is executing well on that strategy." — Pat Russo, Fmr Chair, Arconic, 4/17/17; "I would say for the long term, I'd rather be invested in a company that has that type of a portfolio balance." — Gary Heminger, Fmr CEO/Chair, Marathon Petroleum 5/8/19; "[H]aving that small cell business, we believe, is a differentiator and unique to our strategy and think that it should generate significant shareholder value" — Dan Schlanger, Fmr CFO, Crown Castle, 6/6/23; "A separation of the businesses, if it were to be pursued, may not be easy, w/ mgmt. highlighting shared digital infrastructure, investment grade credit rating and a very efficient tax rate as risk factors that must be considered." — Morgan Stanley, referencing Honeywell management meetings, 11/25/24"

Phillips 66 · PSX Elliott Management · p. 125
quote precedent table

""Our energy marketing and retail marketing businesses remain a long-term strategic part of our portfolio that generate attractive returns..." — John Hess, CEO, Hess Corp, 11/2/12; "The Board believes that Arconic has the right strategy and is executing well on that strategy." — Pat Russo, Fmr Chair, Arconic, 4/17/17; "I would say for the long term, I'd rather be invested in a company that has that type of a portfolio balance." — Gary Heminger, Fmr CEO/Chair, Marathon Petroleum 5/8/19; "[H]aving that small cell business, we believe, is a differentiator and unique to our strategy and think that it should generate significant shareholder value" — Dan Schlanger, Fmr CFO, Crown Castle, 6/6/23; "A separation of the businesses, if it were to be pursued, may not be easy, w/ mgmt. highlighting shared digital infrastructure, investment grade credit rating and a very efficient tax rate as risk factors that must be considered." — Morgan Stanley, referencing Honeywell management meetings, 11/25/24"

Phillips 66 · PSX Elliott Management · p. 126
quote ceo quote

""[W]e believe BWLD company-owned stores could improve margins substantially, by up to 500 [basis points] based on our analysis, by adopting labor practices currently deployed by [franchisees]" — Jim Sanderson, Arthur Wood, 3/28/17; "Our advisor believes there is an opportunity to bring lower performers more in line with the rest of the system, with store-level labor perhaps the largest opportunity. The example of Guest Experience Captains was cited...In his experience, BWLD franchisees are as or more qualified to run a large number of restaurants than corporate personnel" — Nick Setyan, Wedbush, 2/7/17; "[Margin opportunities] exist across labor, operating expenses, and COGS...Diversified Restaurant Holdings, Buffalo Wild Wing's largest franchisee, highlights opportunity for greater margin efficiency. While there are notable differences, including geographic and overall exposure, SAUC has exhibited favorable food & labor margins relative to BWLD" — Dennis Geiger, UBS, 1/5/17"

quote ceo quote

"The revised performance goals were set at aggressive levels that reflected our realistic expectations at the height of the COVID-19 pandemic. Achievement levels between threshold and target result in payouts from 100% to 200% of target awards. If we achieve corporate adjusted EBITDA of less than 85% of target, the payout for all other components may be capped at target. If corporate adjusted EBITDA is less than 75% of target, the threshold goal, then payment of any other component of the award would be at the discretion of our CEO and the Compensation Committee. The Compensation Committee believes that requiring a minimum adjusted EBITDA threshold be met to receive any payment with respect to the annual cash performance awards both aligns executives' interests with those of stockholders and prevents excessive annual cash performance award payments in times when our financial performance fails to meet our expectations. — 2021 Proxy Statement"

Huntsman Corporation · HUN Starboard Value · p. 27
quote villain critique

"On September 4, 2015, R&O received a letter from Robert Chai-Onn, Valeant’s Executive Vice President, Chief Legal Officer and General Counsel. In the letter, which was the first correspondence that R&O had ever received directly from Valeant, Mr. Chai-Onn claimed that R&O, a small licensed California pharmacy, owed Valeant over $69,000,000. However, R&O has never received a single invoice from Valeant in any amount and until September 4 had never received a single demand for payment from Valeant. R&O has requested copies of the invoices, but to no avail. Indeed, it seems that Valeant has no evidence whatsoever to back up its claims. Therefore, R&O believes that one of two things must be true: 1. Valeant and R&O are victims of a massive fraud perpetuated by third parties; or 2. Valeant is conspiring with other persons or entities to perpetuate a massive fraud against R&O and others. — R&O Pharmacy LLC Complaint for Declaratory Judgment"

quote ceo quote

""The disclosure regarding recently completed acquisitions and adjusted financial information in respect of such acquisitions in this MD&A is based on information provided to the Company by the relevant sellers. Although the Company conducts what it believes to be a sufficient level of investigation in connection with acquisitions, an unavoidable level of risk remains regarding the accuracy and completeness of the information provided to the Company by the relevant sellers. The Company has not independently verified the accuracy or completeness of such information, and there may be events which may have occurred with respect to the acquired businesses or which may affect the completeness or accuracy of the information provided by the relevant sellers which are unknown to the Company." — Q3 2021 MD&A, p. 29"

Nuvei Corp · NVEI Spruce Point Capital · p. 106
quote ceo quote

"With respect to the Restructuring line item in particular, the Company believes its exclusion from the Company's calculation of Adjusted Gross Profit and Adjusted EBITDA is appropriate and not misleading because (i) it adjusts for expense items that are unusual, non-recurring, and in some cases non-cash operating expenses, (ii) the expenses reflected in the Restructuring line item have not been incurred at scale in the past and are not reasonably expected to be incurred at scale in the next two years and thereafter and (iii) the expenses reflected in the Restructuring line item are separate and distinct from the normal recurring cash expenses the Company expects to incur as a public company. — SEC Correspondence, April 6, 2021"

PowerSchool Holdings, Inc. · PWSC Spruce Point Capital · p. 83
quote ceo quote

"On Nickelodeon, you mentioned third party set top box data showing something different than the drop that Nielsen is showing. Can you just give us a sense of whether that third party set top box data is showing Nickelodeon ratings flat or up or just not declined as much as Nielsen? I'm just sort of curious relative to the 15% to 20% decline that Nielsen is showing. — Question. Because we're working very closely with Nielsen and MRC, I don't want to go into too much detail, but let's just say that we wouldn't have had to have any conversation with either of them based on the set top box data that they are examining. That's the reason everybody believes there's an anomaly — Answer (Philippe Dauman)."

Viacom · VIAB SpringOwl · p. 60
quote precedent table

""We believe board independence is essential to good corporate governance. In addition to having a board's majority made up of independent members, we generally prefer an independent board chair" — Capital Group. "Northern Trust generally leaves the choice of chairman to the board's discretion... However, Northern Trust will vote case by case on whether to support shareholder resolutions seeking the separation of chairman and CEO" — Northern Trust. "MFS believes boards should include some form of independent leadership responsible for amplifying the views of independent directors and setting meeting agendas, and this is often best positioned as an independent chair of the board" — MFS."

BlackRock, Inc. · BLK Bluebell Capital · p. 75
quote villain critique

""Based on conversations with investors, we think the market believes that TCO is spending $500M, or 100% of the total expected investment in Beverly Center, to merely preserve 2015 NOI when the project stabilizes in 2020." — KeyBanc, March 11, 2016; "Yet Another Low Development Yield at Beverly Center" — UBS, March 8, 2016; "Yield and IRR Forecasts Paint A Foggy Picture" — UBS, March 8, 2016; "What's most puzzling is why the company did not address the capex/redevelopment needs of the asset earlier knowing that Century City went through a prior redevelopment in 2007 that led to a gradual market share loss for Beverly Center...." — Evercore ISI, March 10, 2016"

Taubman Centers, Inc. · TCO Land & Buildings · p. 12
quote sop buildup

"Still, the company believes there may be some opportunity to experiment with other price points if done right... Further, while it's Oops $2 and $3 price point experiment did not work, Dollar Tree believes this was more of a function of poor implementation as opposed to it being a flawed concept. — UBS, December 14, 2018; We are tired of hearing the same trite fixes (remodels, operational procedures, inventory balancing) and think investors should be as well...We are simply going to advocate for activist involvement and will work on a list of specific actions with our best estimates around what can be done. — Bernstein – September 4, 2018"

Dollar Tree, Inc. · DLTR Starboard Value · p. 9
quote precedent table

""We believe board independence is essential to good corporate governance. In addition to having a board's majority made up of independent members, we generally prefer an independent board chair" — Capital Group. "Northern Trust generally leaves the choice of chairman to the board's discretion... Northern Trust will vote case by case on whether to support shareholder resolutions seeking the separation of chairman and CEO" — Northern Trust. "MFS believes boards should include some form of independent leadership responsible for amplifying the views of independent directors and setting meeting agendas" — MFS."

BlackRock · BLK Bluebell Capital · p. 75
quote villain critique

"Mercury is building a C4I rugged server business. Mercury highlighted how its acquisition of Germane benefits from its FY18 acquisition of Themis, which the company views as a platform to build upon. The two entities have complementary rugger server portfolios and cover much of the C4I market with an expected ~$100 mn in revenue. Near-term, the Germane acquisition is dilutive to company-wide profitability but Mercury should achieve cost synergies after integrating the units and believes the combined entity will reach the midpoint of MRCY's adjusted EBITDA margin target in 2020 — JPMorgan July 2018"

Mercury Systems Inc. · MRCY Spruce Point Capital · p. 32
quote cover

"Land and Buildings believes MGM's high-quality real estate portfolio is substantially undervalued in the public markets. We have been attempting to work collaboratively with MGM management to find an optimal corporate structure for the Company and believe the proposed REIT conversion detailed in the presentation released today will maximize shareholder value while minimizing costs. We are pleased that MGM's CEO and Chairman Jim Murren has said he is open to considering a REIT conversion and has stated that his focus is rightfully on what is best for all shareholders. — Jonathan Litt"

MGM Resorts International · MGM Land & Buildings · p. 1
quote ceo quote

""The validity of assumptions supporting Pershing Square's market valuation of Target and the separate REIT entity" — Management's Commentary. "The reduction in Target's financial flexibility due to the conveyance of valuable assets to the REIT and the large expense obligation created by the proposed lease payments which are subject to annual increase" — Management's Commentary. "The adverse impact that the company believes the proposed structure would have on Target's debt ratings, borrowing costs and liquidity, exacerbated by current market conditions" — Management's Commentary."

Target Corporation · TGT Pershing Square · p. 23
quote appendix methodology

"Although there is some considerable overlap among analysts as to what might be appropriate adjustments to Funds From Operations that would make it a better measure of dividend paying capacity, NAREIT believes that there is not adequate consensus among preparers and users of the REIT financial statements to allow agreement on a single definition of Funds (Cash) Available for Distribution or AFFO. Further, NAREIT does not believe that there is a single measure of distributable cash that is consistently applicable to all REITs. — NAREIT 2002 White Paper"

American Tower Corp · AMT Muddy Waters · p. 112
quote transition

"“... Oasis believes Kao can become a competitive global player and emulate the success of companies such as Beiersdorf and L'Oréal... Through a committed focus on personal care and cosmetics, Oasis believes Kao can become a competitive global player and emulate the success of companies such as Beiersdorf and L'Oreal. Kao needs a leadership that can articulate an ambitious growth strategy built on a cohesive overseas growth plan focused on a core set of brands and backed by a credible marketing, branding and distribution strategy.” — Oasis Management"

Kao Corporation · 4452.JP Oasis Management · p. 68
quote precedent table

"“CSIM believes that the board is typically best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring the separation of these roles unless certain circumstances are in place.” — Charles Schwab Investment Management. “We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/ president post.” — JP Morgan Asset Management."

BlackRock, Inc. · BLK Bluebell Capital · p. 77
quote ceo quote

""Moody's believes a sustained improvement in Olive Garden's earnings and same store sales performance over the intermediate term could be challenging given soft consumer spending and competitive pressures. This is of particular concern given that Olive Garden will comprise the substantial majority of Darden's consolidated earnings and be the key credit support for the company, which will be less diversified and smaller in scale post the divestiture of Red Lobster." — Bill Fahy, Moody's Senior Credit Officer, May 16, 2014"

Darden Restaurants, Inc. · DRI Starboard Value · p. 273
quote ceo quote

""Moody's believes a sustained improvement in Olive Garden's earnings and same store sales performance over the intermediate term could be challenging given soft consumer spending and competitive pressures. This is of particular concern given that Olive Garden will comprise the substantial majority of Darden's consolidated earnings and be the key credit support for the company, which will be less diversified and smaller in scale post the divestiture of Red Lobster." — Bill Fahy, Moody's Senior Credit Officer, May 16, 2014"

Darden Restaurants, Inc. · DRI Starboard Value · p. 273
quote precedent table

"CSIM believes that the board is typically best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring the separation of these roles unless certain circumstances are in place. — Charles Schwab; We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/ president post. — JP Morgan Asset Management"

BlackRock · BLK Bluebell Capital · p. 77
quote ceo quote

""the Company believes that it is important for context to advise the Staff that it began in 2014 to offer broadly to its customers the choice to use its blood diagnostic equipment and associated consumables pursuant to subscription agreements providing for a five-year term, in lieu of obligating its customers to purchase outright the Company's blood diagnostics equipment at the inception of the arrangement." — Heska SEC Correspondence Letter Dated 11/18/17"

Heska Corporation · HSKA Spruce Point Capital · p. 57
quote villain critique

"While the Registrant still believes ACV is a leading indicator of revenue opportunity in existing clients and new clients, we believe the disclosure of the metric may imply a certainty in our actual results that does not correspond to the level of estimation inherent in the metric. Thus, we removed the metric as we do not consider it to be meaningful to investors given the risk of misinterpretation. — SEC Response Letter"

TaskUs, Inc. · TASK Spruce Point Capital · p. 33
quote precedent table

"Great brands define markets. As a leading branded consumer products company, Heinz must make marketing and innovation its core competency... Trian believes Heinz should reduce the amount that it currently spends on deals and allowances (20% of gross revenue) and reinvest those funds in creative consumer advertising, innovative new products and packaging and cross-marketing initiatives — Trian White Paper: May 23, 2006"

H.J. Heinz Company · HNZ Trian Partners · p. 4
quote ceo quote

"Red Lobster's business continued to decline through fiscal year end, and based on industry trends, the declines were expected to continue for an extended time — Darden Press Release. The management team believes that each of these issues are temporary in nature, correctable, and that they have plans in place to return the business to historic levels of profitability — Red Lobster Debt Memorandum."

Darden Restaurants, Inc. · DRI Starboard Value · p. 38
quote ceo quote

"Red Lobster's business continued to decline through fiscal year end, and based on industry trends, the declines were expected to continue for an extended time — Darden Press Release. The management team believes that each of these issues are temporary in nature, correctable, and that they have plans in place to return the business to historic levels of profitability — Red Lobster Debt Memorandum."

Darden Restaurants, Inc. · DRI Starboard Value · p. 38
quote villain critique

"The Company will not comment on the veracity of the information relating to Panjiva. However, the Company believes that it is inappropriate to compare Panjiva’s data in respect of imports into the United States to the Group’s sales worldwide (other than the PRC) which approximate the figures under the column headed ‘HK filings’ in the above table. — Man Wah Holdings Clarification Announcement"

Man Wah Holdings · 1999.HK Muddy Waters · p. 9
quote ceo quote

"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"

quote section divider

""our Company still believes in decentralized operations, because all of our businesses are very different and compete in different industries." — Don Logan; "we run [TWC] as a stand-alone business...we operate at arm's length [to the Parent] and have for years." — Glenn Britt; "the ‘one company’ strategy never got off the ground...each division did its own thing." — Steve Case"

Time Warner Inc. · TWX Carl Icahn · p. 264
quote villain critique

"An important part of financing projects is finding a financing partner that believes in your long-term view... All the project developers are concerned with is finding someone who will buy the asset at the forecast price. And that forecasted price doesn’t necessarily have to be true fifteen years from now, same with any other asset. — Former Engie Executive B"

quote ceo quote

"“For 2012, the compensation committee used Adjusted EBITDA as the sole performance metric under the annual and long-term incentive compensation programs because it believes that Adjusted EBITDA provides a simple and understandable measure of our recurring profitability and it is highly correlated to our stock price performance” — 2012 Proxy"

quote villain critique

"“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"

Box, Inc. · BOX Starboard Value · p. 90
quote ceo quote

""In efforts to terminate early the Zentrick Deferred Payment Terms, the Company believes payment between $2.8 million and $5.5 million is possible, with no amount within the range being a better estimate than the amount recorded on the Condensed Consolidated Balance Sheets." — Prospectus Nov 17, 2021"

DoubleVerify Holdings, Inc. · DV Spruce Point Capital · p. 74
quote villain critique

"A rare example of Stryker miscommunicating, but it believes wasn't trying to talk down 2022 numbers or call out worsening macro conditions hitting numbers — J.P. Morgan, "Updating the Model For Recent Management Commentary; Remain Optimistic On NT Trends" – March 16, 2022"

Stryker Corp. · SYK Spruce Point Capital · p. 191
quote villain critique

"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"

Office Depot, Inc. · ODP Starboard Value · p. 26
quote villain critique

"“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"

Box, Inc. · BOX Starboard Value · p. 121
quote precedent table

"Glass Lewis believes that separating the roles of CEO (or, more rarely, another executive position) and Chair creates a better governance structure than a combined CEO/Chair position. — Glass Lewis 2024 Benchmark Policy Guidelines"

BlackRock, Inc. · BLK Bluebell Capital · p. 79
quote precedent table

"Glass Lewis believes that separating the roles of CEO (or, more rarely, another executive position) and Chair creates a better governance structure than a combined CEO/Chair position. — Glass Lewis 2024 Benchmark Policy Guidelines"

BlackRock · BLK Bluebell Capital · p. 79
quote kpi overview

"Valeant believes Val-gan can achieve "[h]igh single-digit organic revenue growth for the foreseeable future" across the entire business, including both the cliff and durable portfolio. — Valeant Public Presentation April 22, 2014"

Allergan, Inc. · AGN Pershing Square · p. 73
quote villain critique

"management believes that as of November 30, 2015, our internal control over financial reporting was not effective based on the Committee of Sponsoring Organizations of the Treadway Commission criteria. — Aerojet Rocketdyne 10-K"

Aerojet Rocketdyne Holdings, Inc. · AJRD Spruce Point Capital · p. 30
quote section divider

"recognizes that the evidence of clinical utility for the use of AlloSure in its intended use population is promising at the current time. However, this contractor believes that — MolDX (LCD for AlloSure, October 2, 2017)"

CareDx, Inc. · CDNA Kerrisdale Capital · p. 20
quote villain critique

""the customer has indicated that further work is required to finalize the arrangements" and therefore now "believes this could be concluded in February or March 2026" — EOS Q4 2025 update"

quote ceo quote

""believes that Adjusted EBITDA provides a simple and understandable measure of our recurring profitability and it is highly correlated to our stock price performance" — HMA Proxy"

quote demand list

""The Board does not intend to issue preferred stock in the future and believes that it is appropriate to eliminate this provision from the Articles." — Apple Proxy Statement"

Apple Inc. · AAPL Greenlight Capital · p. 51
quote other

"Bernstein believes that China's WFE self-sufficiency ratio (ie, the percentage of WFE purchases in China from domestic suppliers) could more than double to 36% in 2026."

ACM Research, Inc. · ACMR Kerrisdale Capital · p. 9
quote villain critique

"The Company believes it is probable that this event will occur in the second quarter of 2019. — New Age Beverage Corp. (NBEV)"

New Age Beverage Corp. · NBEV Grizzly Research · p. 19
quote villain critique

"The Company believes it is probable that this event will occur in the second quarter of 2019. — NBEV"

New Age Beverage Corp. · NBEV Grizzly Research · p. 19