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Callouts & quotes from 617+ activist slides

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

Showing 1–60 of 617 matching "board"
quote ceo quote

""Given the trends that we're exhibiting, the reversal in those trends, I'm just trying to understand what confidence that we can put in a reasonable timeframe, long term is a fairly vague definition, a reasonable time frame for evolution toward a 55% OR." — RBC; "One of the pushbacks we get in sort of recommending your stock is that there is a perception out there that maybe management is a little bit taking their time on the margin side. There isn't as much of a sense of urgency." — Bernstein; "Lance, I wonder if you could just give your investors a little bit of confidence... you guys have had some pretty significant OR targets out there for some time now." — Barclays; "Our analysis shows a significant efficiency gap between Union Pacific and its peers... This structural opportunity is execution-dependent but we sense the productivity improvement momentum currently occurring in the U.S. railroads, in part due to the management changes at CSX, provides significant incentive for management to attack this opportunity with more vigor." — BMO; "...we expect that management will begin to act with a sense of urgency to restore investor confidence (or will face increasing pressure to do so)." — Bernstein; "[on relative underperformance vs. peers] "...this is a tough question. But Lance, is there a sense of urgency that's been elevated?" — Deutsche Bank; "Ultimately, management needs to deliver better cost performance and under constant questioning they remained steadfast in their outlook to do so... we believe pressure will build on management to execute well." — Citi; "...I just want to understand what's embedded in the back-half guidance or the revised full year guidance? Because this is now the second time in, I don't know, 40-45 days that we're revising the full year outlook. ...there are a few people out there that have many decades of PSR experience that have been PSR implemented... Those guys seem to be available on a consultancy basis. I don't know if there is scope to bring in somebody on a short-term basis to accelerate some of the progress... Is that something that you're considering or looking at doing?" — Deutsche Bank; "I want to ask just a bigger picture question. I think some people are questioning the success or maybe the sustainability of PSR. ... We were supposed to do at 55% this year on our way to a lower low to mid-50s OR in a couple of years. Are those just the wrong numbers to be thinking about now for the OR over time?" — Wolfe; "And then for next year, I heard the word confident a lot. ...but not confident enough to give the OR guide for next year of 55%. ...is 55% achievable for next year?" — RBC; "...you laid out a multiyear productivity improvement for the network. ...are you confident that you can eventually obtain the aggregate plan over time? ...reset at a lower level going forward?" — Evercore ISI; "...can you talk a little bit to the longer-term transition plans? What skill sets do you think the Board really is focused on for the next leader of the business." — Susquehanna; "After a period pre-pandemic where significant improvement in operating efficiency resulted in the mgmt. team at the time boasting a forecast for an 'industry leading O/R,' mgmt. has now backed off that objective... Looking back to the period late 2016 to early 2019, that time was characterized by guidance that lacked conviction, a dearth of PSR expertise at the mgmt. level and (ultimately) sub-par operating results. Fundamentally, we are concerned that we are entering a new period characterized by the very same challenges." — RBC"

quote demand list

""longer works because FD is now a detriment to the combined entity's valuation, 3) management seems unwilling to acknowledge the asset is destroying value, so 4) while the only hope is activism at this point - given management's ongoing hope that FD can rebound - the potential for activism seems low...." — Barclays – August 30, 2018; "Finally, we have also begun to field questions from investors about management's ability to successfully turnaround Family Dollar and whether DLTR would consider other strategic options...we are growing concerned that such a heavy focus of time, capital, and opex is being spent on Family Dollar with little to no fundamental improvement and that it may be better spent on the core Dollar Tree segment." — Goldman Sachs – August 30, 2018; "The market's interest in sum-of-the-parts (SOTP) and a potential break-up clearly indicates that the wheels have come off the Family Dollar bull thesis. This turnaround has stalled much too early and the core business, while producing good top-line, is experiencing margin pressure...Family Dollar a Clear Disappointment: Three years after closing on this turnaround project, comps are weak, the productivity gap to DG is as large as ever, and margins are back-tracking after initial progress. We estimate the value destruction of this deal at $7 billion...We were not fans of this transaction from the start, and it's now clear that DLTR would have been much better off today if they had not done this deal." — Wells Fargo – July 11, 2018; "While very low likelihood, in our view, DLTR could go down the path of multiple price points at Dollar Tree or simply raising the single price point. This could be done with or without the divestiture of Family Dollar stores. While, on paper, we understand the attractiveness of such a move (better comps and profit dollar growth, temporarily) we don't see the current Board or management team as amenable." — Credit Suisse – June 12, 2018; "Family Dollar's performance has disappointed investors – We have been disappointed/frustrated with Family Dollar's progression.... A 10% premium to the market for Dollar Tree implies investors are essentially getting Family Dollar for FREE...In this case, investors have essentially attributed ZERO value to Family Dollar's 8,000 stores, $10 billion of sales and $512mmE of EBIT." — RBC – June 8, 2018; "The Dollar Tree concept has been highly successful, but there remains significant opportunity to unlock value by expanding price points and we see three reasons this catalyst could arrive sooner than expected...Lastly, we believe the moment of truth is here for Family Dollar, and failure to drive a more meaningful comp improvement could leave management searching for another source of growth." — Wells Fargo – May 18, 2018"

Dollar Tree, Inc. · DLTR Starboard Value · p. 10
quote ceo quote

"I knew TaskUs was getting ready to go public, but I'd had some, disillusionment and frustration there and thought, you know, certain aspects of even going public, aren't gonna change this. Of course, yes, it's been breaking down. So they went from a people first statement to frontline first statement (chuckle). They've had a real difficult time with their sales team. Lots of turnover. I think the longest tenure now they have is like somebody who's been there three years, so they've gone through many teams. Because, I think Jaspar did a lot of sales and didn't really like sales people and sort of thought, (Hey, we've done a little hard work to bringing you on so all you're gonna do is be an order taker. So we're not gonna really esteem you here and you gotta get up at 3:00 AM to take a call and even though you live in America and even though every other BPO has their support teams work in American hours because most of India or the Philippines works, you know, during the night during American hours). So you had a lot of people get turned off by that in sales. They had a sub-standard compensation plan and you had a guy over the whole team who was never in a sales position. So, didn't really identify with, what would work or not. I'm sure he is good in other areas, but when it comes to some of those, there's a higher turnover. Not having someone to get the sales and biz development rocking and rolling is an issue. Some that got lucky in the right target market are making money, and some people doing so hot. And then, you know, training, onboarding for different roles has been tough. And it's just like any organization, you need to spread really fast just because you have capital and you can buy systems and you can recruit people. You know, there's still all those internal connections of getting things running smoothly. So I saw a lot of deals lost because we didn't have office space and then COVID hit and they got better at remote and some remote security. So that took away some of those concerns. But then, new sites, opening going really rough, having new clients in there, and having them some not great experiences and then moving on to more mature BPOs. I'm seeing from my perspective there's some nice fat clients at TaskUs that are hitting those limitations and we're going to be making a switch. I think that could be happening. I didn't invest in the stock because I think the price to value is out of whack. I think it's a bit overvalued. — Former Business Development Employee"

TaskUs, Inc. · TASK Spruce Point Capital · p. 41
quote other

""We took some money from several money from several places to offer our teachers these raises, which was historic," Hutchinson said. "We didn't have that money sitting around someplace. We had to find it. ... These budget adjustments free up resources for us." — Mike Hutchinson, Oakland Unified Board President; "The reality is, we have no money anywhere. So we're going to have to make some tough choices, and everybody needs to be involved." — Demetrio Gonzalez-Hoy, West Contra Costa Unified School Board President; "We need to transition responsibly, from an era of COVID emergency funds to an era around the corner where the five and a half billion that we have been living off will all disappear," said Carvalho. "If we did not begin the process now, a year from now it will be impossible to do so without incredible pain." — Alberto Carvalho, Los Angeles Unified Superintendent; "I wish there was a way for high-poverty schools like mine to have extended-year funding so our kids could be safe for more months of the year and receive activities they love and want to come to school for all year long." — Stacey Cole, Storm Lake Schools Superintendent; "I never want to be the superintendent that has to reduce staff to get to a number, because I understand that there's a human being behind it, and that human being is connected to a family. It's never easy for me." — Nikolai Vitti, Detroit Public Schools Superintendent; "We're adding 230 new positions, mostly funded by ESSER, that's 230 people on top of the current vacancies, that we will either have to lay off next year or in subsequent years or hope that the city has the extra $100 million to cover their salaries and benefits." — Brendan Cardet-Hernandez, Boston Public Schools School Committee Member; "I would not want to spend ESSER funding knowing we are in a $1.3 million deficit and not knowing what the future looks like, it is really not right to start a program we cannot support until we are in a position where we know we can sustain it." — Dede Galdston, Watertown Public Schools Superintendent; "This week...we've issued some notifications to employees about they're being considered for 'RIF' and displacement so that is happening," said Dr. Brent Jones, SPS superintendent. "We're in that phase right now." — Dr. Brent Jones, Seattle Public Schools Superintendent."

PowerSchool Holdings, Inc. · PWSC Spruce Point Capital · p. 40
quote ceo quote

""Consumers increasingly see the value of a fiber broadband connection and the utility of a gig plus sort of in terms of what serves their household." — John Stratton, Executive Chairman of the Board, Frontier Communications - May 2024; "We grew ARPU because our customers are increasingly choosing gigabit speeds and value-added services to enhance their Internet experience, and they're willing to pay for it. As a result, we accelerated fiber revenue growth to 13% and lifted our overall company revenue growth to 2% year-over-year." — Nick Jeffery, CEO, Frontier Communications - August 2024; "Firstly, building 1.3 million fiber passings this year will mean we will have delivered by the end of the year exactly the build ambition that we set out at emergence 2 years ago. And secondly, we are actually accelerating our build this year...The way to think about our build ambition of 1.3 million homes passed this year is at a minimum build from here on. We think we've got plenty of operational gas in the tank to further accelerate if and when the conditions are ready for that." — Nick Jeffery, CEO, Frontier Communications, February 2023; "We are moving fast on 2 of our key value drivers, building and selling fiber and it's translating into financial growth. If you look at the left-hand side, you will see that our fiber passings are up 31% year-over-year. And customer growth for the quarter is up 17%. With data consumption expected to triple by 2025, it's a great time to be in the fiber business." — Nick Jeffery, CEO, Frontier Communications, February 2023; "The long-term trends in our business remain extremely encouraging. Our industry thesis is based on the view that the significant growth in data consumption that we've seen over the past 2 decades will continue to ramp up, tripling over the next 4 years alone. We're confident that fiber is best positioned to meet the long-term demand for data consumption." — John Stratton, Executive Chairman of the Board, Frontier Communications, November 2022; "We built fiber at a record pace again, adding 351,000 new fiber locations. And as John shared, we will hit the halfway point in our initial goal of passing 10 million fiber homes later this month." — Nick Jeffery, CEO, Frontier Communications, November 2022"

Dycom Industries, Inc. · DY Spruce Point Capital · p. 29
quote villain critique

"“The CEO is a headwind to a turnaround. Firing him is the tailwind.” — Top 10 Active Shareholder; “I would rate them as the worst-performing management team in the airlines. This was a Company that has destroyed more value based on their own inaction than anyone else in the industry. They need to go.” — Top 10 Active Shareholder; “They need a new look across the board and you are only going to get that with [a CEO] who is not from Southwest... This is a classic example of where a disruptor stayed in the original model as the industry passed them by and now they have a problem.” — Top 10 Active Shareholder; “I have zero confidence this team can get this right and certainly not in the timeframe that is needed. I rarely call for wholesale change at a company, but that is what is needed here.” — Top 10 Active Shareholder; “Having the current CEO drive the process for a new strategy is not a good idea. I think that means we get glacial change and even if they say they are going to become SpaceX there is still going to be a fairly material overhang in the stock because of skepticism about the execution. This is a good time for the change.” — Top 10 Active Shareholder; “Would you ever see anyone issue a press release that says ‘35 year veteran of the company to drive significant strategic, operational and financial turnaround,’ which is what you would have to believe is possible if you think that Bob Jordan is the right CEO. You need a really different leader to right the ship.” — Top 10 Active Shareholder; “I don’t think this is the right CEO to lead the company and I would view his removal positively... Is this the leader you think is able to lead the company into the transformational change that is needed? I don’t think so and I am not sure other investors do either. I would be surprised if they did.” — Top 10 Active Shareholder; “So it is really [the CEO] has not done a good job running the company and what they have in front of them is considerably different than the job he came into, so this really is a natural time for a leadership succession. The Street would be widely supportive of a change.” — Top 10 Active Shareholder"

Unknown · p. 73
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 ceo quote

""Congrats on a really nice print here. Kevin, maybe a big-picture question on pipeline. Given the strength we're seeing, what would you highlight for us when we look at the next year? I know the camera launch and some of the products you spoke about. Is there anything on Sage? I think I heard you guys talked about Sage. There was some talk about a new bed. Just help us out put these new product cycles in the context of a really strong CapEx environment." — Vijay Kumar, Evercore ISI; "...you obviously mentioned in your beds and stretchers business nice performance in the quarter and you made the comment that that was really without any new product introductions. So I guess the question is, what do you have coming there in 2019? And do you think that we might be at the beginning point of a replacement cycle? As I understand, I think the last replacement cycle certainly MedSurg was in the 2004, 2005 timeframe." — Larry Keusch, Raymond James; "I would tell you, across the board, whether it's 2019 or looking ahead to 2020, we have a number of product launches similar to prior years that are slated. And that includes Medical as well as other divisions. So I think that really is what underscores our conviction in being able to grow sales at the high end of med tech. Don't want to get into specifics around the launches for obvious reasons, but I would tell you we have a really good cadence and pipelines across all 3 of the primary businesses." — Katherine Owen, VP of Strategy & IR, Stryker; "Look, the replacement cycle is continuous, so there isn't sort of one massive replacement cycle. You have hospitals buying other hospitals that are wanting to standardize on their equipment." — Kevin Lobo, CEO, Stryker; "Our capital order book is very good. Look at something like beds and stretchers with double-digit growth and really without any significant new products. There's a couple of minor products, but nothing major. That's really our great execution and I would say fairly healthy markets." — Kevin Lobo, CEO, Stryker"

Hill-Rom Holdings, Inc. · HRC Spruce Point Capital · p. 39
quote villain critique

""HES has been what we call a 'value trap' for some time." — Societe Generale (January 30, 2013). "In multiple client conversations throughout the day we found literally no one that defended the shape, nor global strategy of Hess." — Deutsche Bank (January 30, 2013). "The simple fact is the market doesn't trust Hess to run its business well, and thus places a discount on everything the company controls." — Morningstar (January 29, 2013). "This is the most undermanaged major oil company in the world." — Jim Cramer, CNBC Faber Report (January 29, 2013). "And so, one of the problems is the board is stuffed with incredibly long-serving members, none of whom seem to have any experience outside the company running an oil company, so there's a real lack of oil industry depth here. And coincidentally, they also happen to have very strong financial connections with the Hess family, helping to run the charitable board, helping to run the estate of the founders." — Reuters Breakingviews (January 29, 2013). "Hess' board has consistently failed its shareholders and has never brought management to task, ever... In light of the company's poor performance the last decade, this is clearly a board that gives John Hess what he wants, rather than doing what is good for shareholders." — Morningstar (January 29, 2013). "The stock price reflects concern about ballooning capital costs, chronic lack of free cash flow, a high oil price breakeven, and recent difficulty executing against guidance and expectations." — Deutsche Bank (October 17, 2012). "We think the market will largely adopt a wait and see approach and not give any free passes to management until clear path towards their cash flow targets and execution capability is evidenced... From a valuation perspective, we think the stock is relatively cheap as a result of the company's less-than-stellar historical performance record and perceived execution risk." — Barclays (July 26, 2012)."

Hess Corporation · HES Elliott Management · p. 77
quote ceo quote

"“Now, the integration value [of Speedway] is, I would say, proprietary. I can't give out a number from a competitive reason of that integration value, but I can say it is very significant...” — Gary Heminger, July 28, 2016; “So we look at the integration value [of Speedway]. We look at kind of the dis-synergy if we were to do something different with Speedway, and we still believe that it has a very strong fit in our system.” — Gary Heminger, October 27, 2016; “There have been some questions about a sale of Speedway and we have such a low tax basis in Speedway. We would find that hurdle hard to overcome...” — Gary Heminger, February 14, 2017; “The bottom line is that there is no compelling valuation opportunity in separating our retail business, and that any potential separation will cause loss of integration synergies, additional cash needed to maintain appropriate balance sheet strength, increase volatility in the remaining business, and, we believe, result in long term value disruption.” — Gary Heminger, September 5, 2017; “As part of this exploration process, MPC and Speedway negotiated a potential post-spin supply agreement. Our analysis indicates any supply agreement structured in pursuit of a tax-free spin would be market-based and arm's length. Such a conventional supply agreement would be limited in term and in volume. As a result, the supply agreement only temporarily and partially mitigates the loss of integration synergy, and the synergy value lost beyond the term of an initial supply agreement is substantial. In short, such a transaction, even with the supply agreement, would destroy significant value.” — Gary Heminger, September 5, 2017; “...we completed the very comprehensive review of Speedway and the conclusion, the unanimous conclusion by the board was that Speedway would remain in the vertical integration of MPC.” — Gary Heminger, February 13, 2018"

Phillips 66 · PSX Elliott Management · p. 3
quote ceo quote

"“Now, the integration value [of Speedway] is, I would say, proprietary. I can't give out a number from a competitive reason of that integration value, but I can say it is very significant...” — Gary Heminger, July 28, 2016; “So we look at the integration value [of Speedway]. We look at kind of the dis-synergy if we were to do something different with Speedway, and we still believe that it has a very strong fit in our system.” — Gary Heminger, October 27, 2016; “There have been some questions about a sale of Speedway and we have such a low tax basis in Speedway. We would find that hurdle hard to overcome...” — Gary Heminger, February 14, 2017; “The bottom line is that there is no compelling valuation opportunity in separating our retail business, and that any potential separation will cause loss of integration synergies, additional cash needed to maintain appropriate balance sheet strength, increase volatility in the remaining business, and, we believe, result in long term value disruption.” — Gary Heminger, September 5, 2017; “As part of this exploration process, MPC and Speedway negotiated a potential post-spin supply agreement. Our analysis indicates any supply agreement structured in pursuit of a tax-free spin would be market-based and arm's length. Such a conventional supply agreement would be limited in term and in volume. As a result, the supply agreement only temporarily and partially mitigates the loss of integration synergy, and the synergy value lost beyond the term of an initial supply agreement is substantial. In short, such a transaction, even with the supply agreement, would destroy significant value.” — Gary Heminger, September 5, 2017; “...we completed the very comprehensive review of Speedway and the conclusion, the unanimous conclusion by the board was that Speedway would remain in the vertical integration of MPC.” — Gary Heminger, February 13, 2018"

Phillips 66 · PSX Carl Icahn · p. 19
quote ceo quote

""...with Starboard now nominating a slate of directors it has formally challenged HUN's board structure. These nominees are quite qualified in our view, and we think could be quite effective at aiding and improving the upstream, downstream, and financial footprint at the company...productivity should be a perpetual process, and additional oversight and guidance through its evolution could be helpful for a company that does not have a longstanding productivity culture." — BofA Securities, January 2022; "Mr. Gallogly carries high esteem for making money for Chemicals investors over the past 10+ years – As CEO of LyondellBasell (LYB), shares outperformed the S&P 500 by 382% and outperformed peer Dow Chemical by 357% from emerging out of bankruptcy in 2010 until Mr. Gallogly announced his retirement in late September 2014...We think he carries four main attributes that investors would welcome to the board of Huntsman (or any Chemical company for that matter): 1) operating acumen and focus on safety + cost, 2) a track record of prudent and shareholder-friendly capital discipline, 3) a reputation of being forthright and outspoken in his views, and 4) a track record of delivering on results." — Barclays, January 2022; "Importantly, we believe that Jim Gallogly stands out among the proposed Starboard nominees and the newly added board members with the potential to be especially impactful on investor confidence, and on the contribution that the refreshed board could make to the Company's bottom line and valuation. In our experience covering LyondellBasell when Mr. Gallogly was its CEO, his leadership was both evident in the Company's results and was rewarded by the equity market. We believe that a candidacy of Mr. Gallogly's caliber could greatly enhance the board, in particular in the areas of operational efficiency and cost control." — KeyBanc Capital Markets, January 2022"

Huntsman Corporation · HUN Starboard Value · p. 69
quote nominee bio

""...with Starboard now nominating a slate of directors it has formally challenged HUN's board structure. These nominees are quite qualified in our view, and we think could be quite effective at aiding and improving the upstream, downstream, and financial footprint at the company...productivity should be a perpetual process, and additional oversight and guidance through its evolution could be helpful for a company that does not have a longstanding productivity culture." — BofA Securities, January 2022; "Mr. Gallogly carries high esteem for making money for Chemicals investors over the past 10+ years – As CEO of LyondellBasell (LYB), shares outperformed the S&P 500 by 382% and outperformed peer Dow Chemical by 357% from emerging out of bankruptcy in 2010 until Mr. Gallogly announced his retirement in late September 2014...We think he carries four main attributes that investors would welcome to the board of Huntsman (or any Chemical company for that matter): 1) operating acumen and focus on safety + cost, 2) a track record of prudent and shareholder-friendly capital discipline, 3) a reputation of being forthright and outspoken in his views, and 4) a track record of delivering on results." — Barclays, January 2022; "Importantly, we believe that Jim Gallogly stands out among the proposed Starboard nominees and the newly added board members with the potential to be especially impactful on investor confidence, and on the contribution that the refreshed board could make to the Company's bottom line and valuation. In our experience covering LyondellBasell when Mr. Gallogly was its CEO, his leadership was both evident in the Company's results and was rewarded by the equity market. We believe that a candidacy of Mr. Gallogly's caliber could greatly enhance the board, in particular in the areas of operational efficiency and cost control." — KeyBanc Capital Markets, January 2022"

Huntsman Corporation · HUN Starboard Value · p. 162
quote villain critique

"[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 titled 'Avon needs bold change as Jung's CEO tenure ends,' 12/14/11. [Coca-Cola] has landed a new chief executive after a search so remarkable that another Fortune CEO, A.G. Lafley of P&G, calls it 'one of the strangest processes we've ever seen.'... [I]t has become a case study in business dysfunction. — CNN Money article titled 'The Real Story: How did Coca-Cola's management go from first-rate to farcical in six short years? Tommy the barber knows,' 05/31/04. It's a tale of how good intentions clashed with hubris and ego can erode one of the most famous organizations in the world — a case study in corporate dysfunction and succession gone wrong. As Iger and the Disney board resume their search for a successor, a critical question looms: Have they learned the moral of the story? — CNBC article titled 'Disney's wild ride: Iger, Chapek and the making of an epic succession mess,' 09/06/23. Mondelez International's orderly succession planning is sweet inspiration... Others would do well to emulate the process... — Barclays research note, 07/29/21. Mr. Moeller has been front and center in P&G's turnaround over the past decade, [and] this announcement ensures continuity of a strategy that has already been working well... — Barclays research note, 01/30/23. [Hein] must have done a good job impressing the board with his vision for the company... [And] as we have seen many times before, unexpected hires can turn out to be very good... Dirk Van de Put is another excellent CEO who is now [at] Mondelez but who also came out of left field... — Barclays research note, 01/30/23."

The Walt Disney Company · DIS Trian Partners · p. 84
quote precedent table

""The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment." — Heinz, June 2006; "Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, Jan 2015; "[P&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board...Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." — David Taylor, P&G CEO August 1, 2017; "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, Heinz CEO, March 2008; "I have the highest regard for Nelson Peltz and Ed Garden. Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." — Ed Breen, DuPont CEO, July 2017; "From day one, Nelson has been a focused, collaborative member of P&G's Board. Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G's senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I'm grateful for his service and the collaborative partnership we've developed over the past few years..." — David Taylor, P&G CEO, Aug 2021"

The Walt Disney Company · DIS Trian Partners · p. 12
quote other

"I think the world of the Phillips 66 refining employees, and I would love the opportunity to become a part of Phillips 66 again in a board role... — Brian Coffman, former CEO, Motiva, Elliott nominee for Phillips 66's board, April 8, 2025; This is a company that has good people, has a rich history, and great assets that don't necessarily belong together. — Sig Cornelius, former ConocoPhillips CFO, Elliott nominee for Phillips 66's board, April 22, 2025; Phillips 66 is a wonderful company with fantastic assets. And if we can change the corporate structure and unlock value, then I think that actually frees up every operation as a pure play... — Stacy Nieuwoudt, former energy and industrials analyst, Citadel, Elliott nominee for Phillips 66's board, April 15, 2025; They've got some of the best people that have been handcuffed and not allowed to succeed. — Mike Heim, co-founder of Targa Resources, Elliott nominee for Phillips 66's board, April 30, 2025; So, you've just got to give them the opportunity to spread their wings, go back out and repair a decade of damage or two decades of damage...and start to build the company again. — Mike Heim, co-founder of Targa Resources, Elliott nominee for Phillips 66's board, April 30, 2025; ...There is a pent-up frustration, but also pent-up creativity and excitement of the employee base [at companies like Phillips 66] that is just waiting to be unleashed. — John Pike, Elliott partner, head of global energy practice, May 15, 2025; We want to see this business [Phillips 66] thrive, and it would be our expectation that your career, your wealth, your sense of satisfaction at work would also thrive alongside of that. — Geoff Sorbello, Elliott's managing director of engagement, May 15, 2025"

Phillips 66 · PSX Elliott Management · p. 20
quote precedent table

""The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment." — Heinz, Jun 2006. "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, Heinz CEO, Mar 2008. "Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, Jan 2015. "I have the highest regard for Nelson Peltz... Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." — Ed Breen, DuPont CEO, July 2017. "[P&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board...Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." — David Taylor, P&G CEO, Aug 2017. "From day one, Nelson has been a focused, collaborative member of P&G's Board. Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G's senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I'm grateful for his service and the collaborative partnership we've developed over the past few years..." — David Taylor, P&G CEO, Aug 2021."

The Walt Disney Company · DIS Trian Partners · p. 3
quote before after

""The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment." — Heinz, Jun 2006; "Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, Jan 2015; "[P&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board...Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." — David Taylor, P&G CEO, Aug 2017; "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, Heinz CEO, Mar 2008; "I have the highest regard for Nelson Peltz... Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." — Ed Breen, DuPont CEO, July 2017; "From day one, Nelson has been a focused, collaborative member of P&G's Board. Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G's senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I'm grateful for his service and the collaborative partnership we've developed over the past few years..." — David Taylor, P&G CEO, Aug 2021"

The Walt Disney Company · DIS Trian Partners · p. 27
quote precedent table

""The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment." — Heinz, Jun 2006; "Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, Jan 2015; "[P&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board...Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." — David Taylor, P&G CEO, Aug 2017; "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, Heinz CEO, Mar 2008; "I have the highest regard for Nelson Peltz... Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." — Ed Breen, DuPont CEO, July 2017; "From day one, Nelson has been a focused, collaborative member of P&G’s Board. Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G’s senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I’m grateful for his service and the collaborative partnership we’ve developed over the past few years..." — David Taylor, P&G CEO, Aug 2021"

The Walt Disney Company · DIS Trian Partners · p. 27
quote villain critique

"Since the ascent of Vincent Bollore to the Chairmanship of Vivendi, the company's strategy has evolved, with Vivendi taking significant but non-controlling stakes in a number of companies - including Telecom Italia (23.94% stakes), Mediaset (28.8% stakes), Ubisoft (26.6% stakes) and Fnac Darty (11.27% stakes) - seeking to penetrate the boards and influence the direction of these companies. Vincent Bollore's strategy has recently faced higher obstacles due to government interests or other large shareholder blocks which opposed Vivendi's moves (e.g. Telecom Italia). Governance risks faced by minority investors at each of these companies will be centered on the alignment of interests with Vincent Bollore. With Vincent Bollore typically seeking board representation by accruing a sizable stake, but one which does not trigger a requirement for a mandatory bid, a bid premium may not be forthcoming. Vincent Bollore effectively controls Vivendi despite holding only 20% of the shares. This influence comes courtesy of a double voting rights provision and the placement of key Bollore allies in senior leadership roles at Vivendi. His interests may dominate board decisions, all the more so that the audit and pay committees lack full independence. This is particularly concerning in light of the apparent poor track record of Vivendi with regards to ethical behaviour; which include allegations of corruption, editorial interference, related party transactions involving other entities of the empire and executive misconduct. This may indicate that the board's functions to effectively oversee and control management decisions in the interests of the investors' base are indeed hindered. — MSCI ESG Research LLC, June 21, 2018"

Telecom Italia · TIT.MI Elliott Management · p. 25
quote villain critique

"“Back in 2018, I think up until about the end of 2019 or early 2020, HIMS remained completely asynchronous. And they preferred it that way because it was a lot more cost effective... I actively avoided synchronous consultations, but they guilted me into doing some...It didn't work with the flexibility I needed. And I think that's still a big problem.” — Former HIMS Physician; “In an uncomplicated patient, a doctor or a nurse practitioner could run through a chart in about two minutes, right. So, you could get through 30 to 40 charts in an hour...Some patients might take 10 minutes, but those are pretty rare.” — Former HIMS Physician; “If you [are trying to get ED pills and] put in the questionnaire that you have high blood pressure or high cholesterol, something like that, it will reject you. It will seem like you had a provider visit, and the system will say you're not a good candidate for this, please talk to your regular primary care provider. But, the customer could also go right back in and change those answers, and then the system would let you through.” — Former HIMS Executive; “I mean, there's incentive for them to keep providers on board who probably have higher approval.” — Former HIMS Physician; “One of the things that I didn't quite realize when I first ventured into this universe is that all of these companies are tech companies. Their product is healthcare, right. And prescribing and prescriptions and medicine. But at the core, at the heart of it, they are all tech. Right? Like, I think that I work for a telehealth company and do telemedicine, but really, I work for a tech company and the product is healthcare.” — Former HIMS Physician"

Hims & Hers Health, Inc. · HIMS Spruce Point Capital · p. 41
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 ceo quote

"Quite frankly, I think [regaining the high ground] is going to require evolution. We’ve been concerned about Southwest for some time, that it has mostly, not entirely, but mostly sat out the industry’s evolution... They have a product and price points that skew more toward discount airlines but a cost structure overall that skews a bit more toward the Big 3. It’s a bit of an identity crisis. — J.P. Morgan Webcast, May 2023; Everything [they're] doing is incremental. [They] need to make radical changes. — Wolfe Research Weekly Webcast, October 2023; ...What might you consider strategically or put on the table that hasn't been on the table before? So if we think about things like seat assignments, basic economy, bags fly free, historically, those have been sacrosanct... If you have lagging margins, it may require a harder look. — Evercore Analyst on Q3 2023 Earnings Call, October 2023; There is a lot of debate about the airline's lack of a premium product vs. peers and ancillary revenue opportunities beyond boarding... The drum beat on closing the margin gap with the network airlines will continue to beat louder... — Cowen, January 2024; Time to pull the RASM lever?... The main – and perhaps only – lever they have now to overcome cost inflation is to boost RASM... LUV still remains at a relative disadvantage to all their major competitors in the pursuit of premiumization. — Morgan Stanley, January 2024; We have long made the case that the Company's inability to monetize its cabin and participate in various high-margin revenue streams was a drag on relative margin performance. — Deutsche Bank, April 2024"

Southwest Airlines · LUV Elliott Management · p. 30
quote villain critique

"Quite frankly, I think [regaining the high ground] is going to require evolution. We’ve been concerned about Southwest for some time, that it has mostly, not entirely, but mostly sat out the industry’s evolution... They have a product and price points that skew more toward discount airlines but a cost structure overall that skews a bit more toward the Big 3. It’s a bit of an identity crisis. — J.P. Morgan Webcast, May 2023; Everything [they’re] doing is incremental. [They] need to make radical changes. — Wolfe Research Weekly Webcast, October 2023; ...What might you consider strategically or put on the table that hasn’t been on the table before? So if we think about things like seat assignments, basic economy, bags fly free, historically, those have been sacrosanct... If you have lagging margins, it may require a harder look. — Evercore Analyst on Q3 2023 Earnings Call, October 2023; There is a lot of debate about the airline’s lack of a premium product vs. peers and ancillary revenue opportunities beyond boarding... The drum beat on closing the margin gap with the network airlines will continue to beat louder... — Cowen, January 2024; Time to pull the RASM lever?... The main – and perhaps only – lever they have now to overcome cost inflation is to boost RASM... LUV still remains at a relative disadvantage to all their major competitors in the pursuit of premiumization. — Morgan Stanley, January 2024; We have long made the case that the Company’s inability to monetize its cabin and participate in various high-margin revenue streams was a drag on relative margin performance. — Deutsche Bank, April 2024"

Unknown · p. 41
quote villain critique

"Quite frankly, I think [regaining the high ground] is going to require evolution. We’ve been concerned about Southwest for some time, that it has mostly, not entirely, but mostly sat out the industry’s evolution... They have a product and price points that skew more toward discount airlines but a cost structure overall that skews a bit more toward the Big 3. It’s a bit of an identity crisis. — J.P. Morgan Webcast, May 2023; Everything [they’re] doing is incremental. [They] need to make radical changes. — Wolfe Research Weekly Webcast, October 2023; ...What might you consider strategically or put on the table that hasn't been on the table before? So if we think about things like seat assignments, basic economy, bags fly free, historically, those have been sacrosanct... If you have lagging margins, it may require a harder look. — Evercore Analyst on Q3 2023 Earnings Call, October 2023; There is a lot of debate about the airline’s lack of a premium product vs. peers and ancillary revenue opportunities beyond boarding... The drum beat on closing the margin gap with the network airlines will continue to beat louder... — Cowen, January 2024; Time to pull the RASM lever?... The main – and perhaps only – lever they have now to overcome cost inflation is to boost RASM... LUV still remains at a relative disadvantage to all their major competitors in the pursuit of premiumization. — Morgan Stanley, January 2024; We have long made the case that the Company’s inability to monetize its cabin and participate in various high-margin revenue streams was a drag on relative margin performance. — Deutsche Bank, April 2024"

Southwest Airlines · LUV Carl Icahn · p. 41
quote villain critique

"Quite frankly, I think [regaining the high ground] is going to require evolution. We’ve been concerned about Southwest for some time, that it has mostly, not entirely, but mostly sat out the industry’s evolution... They have a product and price points that skew more toward discount airlines but a cost structure overall that skews a bit more toward the Big 3. It’s a bit of an identity crisis. — J.P. Morgan Webcast, May 2023; Everything [they’re] doing is incremental. [They] need to make radical changes. — Wolfe Research Weekly Webcast, October 2023; ...What might you consider strategically or put on the table that hasn't been on the table before? So if we think about things like seat assignments, basic economy, bags fly free, historically, those have been sacrosanct... If you have lagging margins, it may require a harder look. — Evercore Analyst on Q3 2023 Earnings Call, October 2023; There is a lot of debate about the airline's lack of a premium product vs. peers and ancillary revenue opportunities beyond boarding... The drum beat on closing the margin gap with the network airlines will continue to beat louder... — Cowen, January 2024; Time to pull the RASM lever?... The main – and perhaps only – lever they have now to overcome cost inflation is to boost RASM... LUV still remains at a relative disadvantage to all their major competitors in the pursuit of premiumization. — Morgan Stanley, January 2024; We have long made the case that the Company's inability to monetize its cabin and participate in various high-margin revenue streams was a drag on relative margin performance. — Deutsche Bank, April 2024"

Southwest Airlines · LUV Elliott Management · p. 41
quote appendix data

""We believe the status quo at NSC will lead to continued underperformance of the railroad. We also believe that Board refreshment and Jim Barber's and Jamie Boychuk's leadership are essential for enhancing safety and for ensuring outstanding long-term achievements for the benefit of all NSC's shareholders and other stakeholders." — EdgePoint Investment Group; "[W]e believe a change in management and refreshment of the board at NSC are warranted and could stimulate improved operations and thus equity performance. For these reasons, we intend to support the election of dissident nominees Betsy Atkins, James Barber, Jr., William Clyburn, Jr., Sameh Fahmy, John Kasich, Gilbert Lamphere, and Allison Landry." — Neuberger Berman; "Important from yesterday's town hall was commentary that PSR implementation is going to be slower than what we saw at CSX given in our view changes to the regulatory environment and the proposed management team's focus on the customer [...] Overall, we view this plan as contrasting heavily against Norfolk's Resilience Model and expect headcount reduction can be achieved on the back of attrition, in addition to head office cuts." — RBC Capital Markets note issued on April 19th; "NSC's activist campaign appears to have unanimous support from institutional investors." — Deutsche Bank Research note issued on April 15th; "We see value in potential management change with Jim Barber as CEO and Jamie Boychuk as COO as proposed by the activist investor Ancora, especially given the historical margin underperformance of Norfolk Southern." — Barclays Equity Research note issued on March 25th"

quote nominee bio

""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, Heinz CEO from 1998 - 2013; "During his time at Disney, Rasulo was known for his blunt, forthright leadership style. He rose in prominence as CFO just as Disney was becoming more reliant on building out franchises like the animated 'Frozen' series and plugging them into Disney’s famous 'flywheel.'" — The Wall Street Journal, December 2023; "Nelson is a highly experienced and collaborative Board member who recognizes Unilever’s strengths and has a strong desire to help the company unlock its full potential." — Hein Schumacher, Unilever CEO from 2023 - Present; "Jay was always a maniac about excellence... [He] was an activator and a motivator." — Regynald Washington, former VP for Disney Parks and Resorts; "I thought that [Nelson Peltz] was a major contributor to our board...he comes up with ideas and he tries to challenge the CEO, but I always welcome his ideas, and I enjoyed a very good working relationship with him." — Dirk Van de Put, Mondelēz Chairman and CEO from 2017 - Present; "Trian's nomination of Jay Rasulo for 1 of 2 board seats (along with Peltz) killed two birds with one stone. As former CFO (predecessor to McCarthy), Rasulo is highly credible regarding Trian's 2 primary complaints - that Disney lacks efficiency, and that the Board lacks important expertise." — Wolfe Research Analyst, December 2023"

The Walt Disney Company · DIS Trian Partners · p. 87
quote nominee bio

""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, Heinz CEO from 1998 - 2013; "During his time at Disney, Rasulo was known for his blunt, forthright leadership style. He rose in prominence as CFO just as Disney was becoming more reliant on building out franchises like the animated 'Frozen' series and plugging them into Disney’s famous 'flywheel.'" — The Wall Street Journal, December 2023; "Nelson is a highly experienced and collaborative Board member who recognizes Unilever’s strengths and has a strong desire to help the company unlock its full potential." — Hein Schumacher, Unilever CEO from 2023 - Present; "Jay was always a maniac about excellence... [He] was an activator and a motivator." — Regynald Washington, former VP for Disney Parks and Resorts; "I thought that [Nelson Peltz] was a major contributor to our board...he comes up with ideas and he tries to challenge the CEO, but I always welcome his ideas, and I enjoyed a very good working relationship with him." — Dirk Van de Put, Mondelēz Chairman and CEO from 2017 - Present; "Trian's nomination of Jay Rasulo for 1 of 2 board seats (along with Peltz) killed two birds with one stone. As former CFO (predecessor to McCarthy), Rasulo is highly credible regarding Trian's 2 primary complaints - that Disney lacks efficiency, and that the Board lacks important expertise." — Wolfe Research Analyst, December 2023"

The Walt Disney Company · DIS Trian Partners · p. 87
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 precedent table

""We recognize that the discrepancy where the market value of held shares exceeds the company's total market capitalization is a significant challenge. We evaluated this proposal as one that contributes to addressing this issue. Additionally, we believe it could serve as an opportunity for the company to reconsider its capital policy" — Nikko Asset Management. "The Company has determined that considering the option of selling the shares, taking into account the formulation of its capital allocation policy, would contribute to improving its corporate value in the medium to long term" — Daiwa Asset Management. "...the Company has not been transparent regarding its plan to further reduce its ownership in OLC and how it plans to use those proceeds to grow corporate value. As such, we believe support for the shareholder proposal is warranted and that its implementation would both increase transparency of the Company's capital management strategy and improve the Company's capital efficiency and sustainable growth as these proceeds can be used to either reinvest for growth opportunities or be redistributed to shareholders." — Neuberger Berman. "We believe that this proposal will remove an accounting 'overhang'... forcing management to be more disciplined in its capital allocation decisions and accountable for the performance of Keisei's operating businesses" — ISS. "The board does not appear to substantively address the rationale for why a partial sale of Keisei's interest in OLC would be inimical to the Company's stability and sustainability" — Glass Lewis."

Keisei Electric Railway · 9009 Palliser Capital · p. 39
quote ceo quote

"“...abrupt material lapse in operational and financial discipline within the Company.” — Vivendi Presentation, Page 5; “Announcing a profit warning a week after issuing a bond has alienated market participants, who are losing trust in TIM.” — Vivendi Presentation, Page 8; “The three-year strategic plan presented by the former management in March 2018 had broad market support.” — Vivendi Presentation, Page 10; “...important need for any plan to contain key pillars, such as focus on enhanced FCF generation, deleveraging, digitalization and improved customer satisfaction, in order to drive value creation.” — Vivendi Presentation, Page 15; “The opaquely worded outlook for 2019 suggests that the bad news is likely to keep flowing as the company seems rudderless and adrift in turbulent waters.” — Vivendi Presentation, Page 36; “New CEO Luigi Gubitosi is throwing the kitchen sink at his predecessor’s ambition to grow domestic EBITDA....” — Vivendi Presentation, Page 36; “These procedures were not followed for the nomination of Luigi Gubitosi as CEO, [whose nomination was] pre-packaged during the shadow meetings held by Elliott representatives and Elliott-nominated Board Members.” — Vivendi Presentation, Pages 37, 39; “None of the new candidates want to be the CEO...and none of the independent directors wants to be Chairman....in other words the chairman will be chosen among the five proposed independent directors and the CEO between the two not-independent directors (De Puyfontaine and Genish).” — Vivendi Presentation, Page 3"

Telecom Italia · TIT.MI Elliott Management · p. 20
quote nominee bio

""From day one, Nelson has been a focused, collaborative member of P&G’s Board. Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G’s senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I’m grateful for his service and the collaborative partnership we’ve developed over the past few years and wish Nelson and the Trian team the best in future endeavors." — David Taylor, Procter & Gamble CEO from 2015 - 2021; "[Rasulo] has well-rounded experience and he’s a strong strategic thinker. He’s not going to be a patsy." — Larry Murphy, Former Disney Chief Strategic Officer, December 2023; "Jay has been a valued colleague and friend, as well as a vital contributor to Disney’s success, particularly in his roles as chief financial officer and chairman of our Parks and Resorts division." — Robert A. Iger, Disney CEO, June 2015; "My relationship with Nelson Peltz and Trian dates back almost 20 years. I have consistently found Nelson and his team to be collaborative partners and have appreciated their insights in navigating our changing industry. They have been supportive of our vision and strategy and have provided a differentiated perspective, which has been invaluable. On topics ranging from operations and strategy to brand and culture, Trian has a firm understanding of what will drive long term value for all shareholders." — Ali Dibadj, Janus Henderson CEO from 2022 - Present"

The Walt Disney Company · DIS Trian Partners · p. 86
quote nominee bio

""From day one, Nelson has been a focused, collaborative member of P&G’s Board. Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G’s senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I’m grateful for his service and the collaborative partnership we’ve developed over the past few years and wish Nelson and the Trian team the best in future endeavors." — David Taylor, Procter & Gamble CEO from 2015 - 2021; "[Rasulo] has well-rounded experience and he’s a strong strategic thinker. He’s not going to be a patsy." — Larry Murphy, Former Disney Chief Strategic Officer, December 2023; "Jay has been a valued colleague and friend, as well as a vital contributor to Disney’s success, particularly in his roles as chief financial officer and chairman of our Parks and Resorts division." — Robert A. Iger, Disney CEO, June 2015; "My relationship with Nelson Peltz and Trian dates back almost 20 years. I have consistently found Nelson and his team to be collaborative partners and have appreciated their insights in navigating our changing industry. They have been supportive of our vision and strategy and have provided a differentiated perspective, which has been invaluable. On topics ranging from operations and strategy to brand and culture, Trian has a firm understanding of what will drive long term value for all shareholders." — Ali Dibadj, Janus Henderson CEO from 2022 - Present"

The Walt Disney Company · DIS Trian Partners · p. 86
quote appendix data

""Elliott's nominees assure greater accountability and are more likely to continue to explore all avenues to enhance shareholder value while providing more pertinent E&P experience." — David H. Batchelder, Hess shareholder, Relational Investors LLC (March 27, 2013); "We currently believe the best way for Hess shareholders to maximize their value is through the election of Elliott Management's nominees to the board." — Citigroup (April 5, 2013); "Elliott disclosed 5 impressive candidates for the Board..." — UBS (January 30, 2013); "...a who's who list of corporate fixers and experienced oil execs." — Bank of America Merrill Lynch (January 31, 2013); "In our view, the industry experience available in the slate of nominees Elliott is proposing for HES's Board of Directors is impressive and as a result, the nominees could bring industry insight unavailable on the current Board." — JP Morgan (January 30, 2013); "...[We] believe that the slate of new directors that it has proposed can bring a lot to the table." — Societe Generale (January 31, 2013); "We believe a new investor with the intent to make new nominations to the board is a move in the right direction for Hess's corporate governance." — Citigroup (January 28, 2013); "Proposed directors have street cred. In proposing its alternate slate of directors, Elliott nominated four individuals with various management backgrounds in the oil patch and Harvey Golub, the former CEO of American Express." — Bank of America Merrill Lynch, Credit Research (January 29, 2013)"

Hess Corporation · HES Elliott Management · p. 112
quote villain critique

"“the easiest sale ever because everyone wanted to try this paresthesia-free stimulator” — Former Nevro district sales manager; “this all worked” — Former Nevro district sales manager; “Nevro changed the entire dynamic of the spinal cord stim industry. They created excitement. It was the first company to do a head-to-head level one RCT study against the competitor and their data was remarkable. It was the best data that we’ve seen and so, that’s one of the main reasons I went there. There were doctors that were reaching out to me—it was the easiest sale ever, because everyone wanted to try this paresthesia-free stimulator that sort of crushed axial, back, and leg pain. The only thing I had to bring in was the stim and it sold itself.” — Former Nevro district sales manager; “So let’s go back to 2015. We’re growing. The trials always did very well with Nevro and with HF10 and across the board, trials typically do very well in this industry because it’s sort of like the patients get this burst of: “Wow! Pain relief.” It’s remarkable, right? They only have this for seven days and, you know, the representatives, they’re reaching out to them, they make sure everything is going well, so the trials always did very, very well at Nevro.” — Former Nevro district sales manager; “We went up to around 15% of the market. But this all worked because the data they were selling was based on choosing the exact patients they wanted. A lot of it was just biased. It wasn’t real-world data.” — Former Nevro district sales manager"

Nevro Corp. · NVRO Scorpion Capital · p. 126
quote villain critique

"“CEOs or other top executives who serve on each other’s boards create an interlock that poses conflicts that should be avoided to ensure the promotion of shareholder interests above all else” — Glass Lewis 2017 Proxy Paper Guidelines; “While many companies have an independent lead or presiding director who performs many of the same functions of an independent chair (e.g., setting the board meeting agenda), we do not believe this alternate form of independent board leadership provides as robust protection for shareholders as an independent chair.” — Glass Lewis 2017 Proxy Paper Guidelines; “If the person [Lead Director] is not independent or lacks substantive duties, the position is simply cosmetic.” — ISS 2016 U.S. Proxy Voting Manual; “One particular relationship that should raise a red flag is when the CEO of company A sits on the compensation committee of company B whose CEO is a director of company A or the converse. ISS typically categorizes such directors as affiliated outsiders.” — ISS 2016 U.S. Proxy Voting Manual; “The nominee [Russo] is an incumbent member of the nominating committee and the chair of the board is not independent. The nominee is an incumbent member of the compensation committee and the ratio of CEO compensation to compensation of the average named executive officer is inequitable. The nominee sits together on more than one board with another director. The nominee sits on five or more public company boards..” — NEI Investments 2015 Proxy Voting Report"

Arconic Inc. · ARNC Elliott Management · p. 246
quote appendix data

""The Elliott plan makes perfect sense for Hess shareholders. In fact, it is state-of-the-art and ought to be more broadly adopted. Tying director compensation directly to outperformance against peers perfectly aligns the directors with the interests of shareholders. The payments are legal obligations, not discretionary, and they bear no relationship whatsoever with any recommendations put forward by Elliott. I think it is a great plan that serves Hess shareholders well." — Yair Listoken, Professor, Yale Law School; "Hess shareholders should not find this approach objectionable, but should in fact be happy that Elliott is willing to pay its own money to compensate director nominees based directly on Hess's stock price performance relative to its peer group. This approach is transparent and clear, and it aligns the interests of independent nominees with those of Hess shareholders." — M. Todd Henderson, Professor, University of Chicago Law School; "The Elliott nominee compensation plan closely aligns the interests of those nominees with the medium and long term interests of Hess shareholders and has no impact on a director's independence or ability to fulfill his duties to stockholders. The payout criteria are objective, not discretionary, and they tie only to market price performance over a fairly long period, regardless of whether the Board adopts Elliott's proposals." — Lawrence A. Hamermesh, Professor, Widener Institute of Delaware Corporate Law"

Hess Corporation · HES Elliott Management · p. 150
quote villain critique

"We view nearly all aspects of the Red Lobster transaction as not particularly compelling. — UBS, May 20, 2014; $2.1billion represents a seemingly compelling 9.0x EBITDA multiple, but it's on artificially depressed F14 ests and offers no premium to a conservative DCF. — Credit Suisse, May 20, 2014; It is unconscionable that the Darden Board would allow the Company to sell its Red Lobster business for what amounts to a 'fire sale' price after shareholders clearly indicated that they did not want the Company to enter into a transaction unless it was subject to their approval. — Barington, May 19, 2014; In short, in our eyes, “the taxman stole the show” by taking 25% of the gross proceeds. — Stifel, May 16, 2014; Today, Darden announced that it has entered into a definitive agreement to sell its Red Lobster business and related assets to Golden Gate Capital for $2.1 billion in cash. Destroying a business and giving it away for free is a familiar practice for CEO Clarence Otis. He first did it with Smokey Bones and has done it again with Red Lobster. — Hedgeye, May 16, 2014; Management's decision to ignore shareholder concerns and go forth with an undervalued sale of Red Lobster as opposed to waiting for operations to improve or entertain monetization without fully disposing the brand during a depressed earning's period will likely result in meaningful changes at the board level and among senior management. — Buckingham, May 16, 2014"

Darden Restaurants, Inc. · DRI Starboard Value · p. 9
quote nominee bio

""Leslie is an inspiring and highly engaged board member with vast leadership experience. [...] Her deep insights into Governance and the public and investor debate regarding Social and Environmental Impacts will be valuable to any organization. Combined, this makes Leslie an ideal candidate for a seat on the board of any organization." — Diederik Timmer, Chair of the Board of Directors of US SIF and Managing Director of Morningstar Sustainalytics; "[I] can attest to her ability to deftly navigate the needs of shareholders and the critical calls for improved environmental, social, and governance performance. She has a deep understanding of emerging material ESG issues combined with a diplomatic but direct manner to effectuate change within organizations. In my view, Leslie would make vital contributions to the board that would help place McDonald’s at the forefront of ESG leadership." — Matt Patsky, CFA, Chief Executive Officer of Trillium Asset Management; "She's a key thought leader in shareholder advocacy, responsible for engagement strategies that have had tremendous impact and which many other investors have emulated to great effect. Her credibility as an integrator of public interest advocacy and responsible corporate governance is unmatched." — Dr. Chris Geczy, Wharton School of Business professor, member of Intel’s US Retirement Plans’ Investment Policy Committee and former member of NASDAQ’s Economic Advisory Board"

quote nominee bio

""John Kasich is a man of immense capacity to do good and has made a difference in the lives of so many, including my own. Integrity, smart, ability to go to the most important issues immediately, and a capacity to listen carefully – all characteristics of John Kasich. And, I believe, the needed characteristics to serve on a corporate board. Whatever he does, he adds value and makes a difference." — President Gordon Gee, West Virginia University – Apr. 4, 2024; "It was clear from the beginning that Governor Kasich was up to the challenge of navigating the budget crisis. He built a team of capable, trusted advisors, identified the issues and made tough decisions about what programs and funding to cut and where to invest. While he had strong opinions about what to do and how to do it, he also listened to our input, adjusted his plans and built consensus." — Thomas Neihaus, Former Ohio Senate President – Apr. 4, 2024; "Governor Kasich's creation of Jobs Ohio, aimed at fostering innovation, research and job creation in Ohio, further solidified his reputation as a visionary leader dedicated to driving growth and prosperity. As a Board Advisor, his strategic thinking, creative problem-solving, and ability to instill a sense of urgency have been instrumental in driving tangible outcomes and enhancing shareholder value." — Mahendra Vora, Executive Chairman of The Vora Group, based in Ohio – Apr. 4, 2024"

quote villain critique

""The New York office of Alcoa is best characterized as stale and unchanging, filled with protected mediocre talent who couldn't compete elsewhere." — Glass Door, April 10, 2015; "Management lives in a bubble, reactive, no planning, no support, it is like working with hands tied to your back and wearing blindfolds." — Glass Door, July 24, 2014; "Get some plant experience so you and your staffs learn that cost reductions often cost plants more than the savings you take credit for. Senior management is failing to deliver on promises to shareholders since company separated from Alcoa. Visit the plants and listen to the plant management to find a profitable path forward" — Glass Door, March 4, 2017; "While the C-suite enjoys an ever increasing suite of luxurious perks, they are consistently reducing benefits, withholding raises and cutting back for the regular employees who actually make the company run. The board needs to fire the CEO and stop his lavish spending." — Glass Door, July 13, 2016; "Stop putting non-technical background people in high leadership positions. They will run your plant into the ground and someone else will have to fix it." — Glass Door, January 16, 2016; "Unfortunately, without the engagement of your people that actually do the work and make your products, you can never achieve the excellence that you aspire to." — Glass Door, May 25, 2014"

Arconic Inc. · ARNC Elliott Management · p. 210
quote demand list

""The data does not support the board's argument that the integrated strategy results in superior returns over the long-term..." — ISS; "In a campaign inextricably predicated on the notion that P66's asset mix is a favorable differentiator, the board's inability to draw what we consider to be a strong, straightforward throughline to shareholder value is a bust." — Glass Lewis; "Phillips 66's current conglomerate structure appears to be suboptimal for sustained financial growth." — Egan-Jones; "PSX has established a track record of providing selective and ambiguous disclosure that obfuscates results, makes it difficult to assess decisions, and creates impediments to evaluating performance." — ISS; "These issues stack on what we consider to be fairly disconcerting corporate governance considerations, including a dubious commitment to good faith engagement, a questionable and counterproductive realignment of key oversight roles and a late-stage candidate pivot which seems to call into question the board's prior candor. These issues should, in our view, be of significant concern to P66 investors." — Glass Lewis; "Currently, the Company has a combined Chairman and CEO leadership structure, a classified board, and over-tenured directors. A plethora of these problematic governance practices appear to be a driving force in the Company's underperformance." — Egan-Jones"

Phillips 66 · PSX Elliott Management · p. 3
quote nominee bio

""Jamie was an exceptional partner to me for many years, especially when I promoted him to operations chief at CSX. He was a driving force behind our operational transformation into a top-performing rail, thanks in large part to him successfully implementing operational improvements that were critical to generating strong efficiencies. He is one of the best operators I've seen in the rail industry, and any Class I would be fortunate to have him as COO." — Jim Foote, Former CEO of CSX; "When I think about Jamie, I think about one of the country's top railroad operators. His ability to take operational strategies from ideation to implementation to ongoing management is second to none. If I was looking to turn around a railroad or put a new network in place to improve service and value creation, Jamie would be my first call. He is at the top of the next generation of transformative railroad leaders." — Tony Reck, Former CEO & Chairman of P&L Transportation; "Jamie has demonstrated great skill in producing industry-leading results in service, safety and efficiency gains throughout his 20+ year career. As a board member of CSX, I was able to see firsthand how he is truly an expert in rail operations and a stronger leader of large organizations." — John McPherson, Former CSX Director, Former CEO of Illinois Central and Former COO of East Coast Railway"

quote other

"[...] we believe a change in management and refreshment of the board at NSC are warranted and could stimulate improved operations and thus equity performance. For these reasons, we intend to support the election of dissident nominees Betsy Atkins, James Barber, Jr., William Clyburn, Jr., Sameh Fahmy, John Kasich, Gilbert Lamphere, and Allison Landry. — Neuberger Berman; We see value in potential management change with Jim Barber as CEO and Jamie Boychuk as COO as proposed by the activist investor Ancora... especially given the historical margin underperformance of Norfolk Southern. — Barclays; We believe the status quo at NSC will lead to continued underperformance of the railroad. We also believe that Board refreshment and Jim Barber's and Jamie Boychuk's leadership are essential for enhancing safety and for ensuring outstanding long-term achievements for the benefit of all NSC's shareholders and other stakeholders. — EdgePoint Investment Group; It appears NSC is making the case that changing the Board and management would pose significant risk to service and safety. But in reality, NSC has already endured the most service and safety challenges in recent years, including the unfortunate events of East Palestine last year, and defective chassis across its network that impacted service and posed safety risks in 2021. — Deutsche Bank"

quote villain critique

"Several new charter and bylaw provisions were implemented at the time of the company's IPO on Jan. 23, 2015, which fall short of what many investors would consider best governance practice. These provisions include a vote requirement of 80 percent of the outstanding shares to amend certain provisions of the charter and/or bylaws; a classified board structure; no special meeting right; and no right to act by written consent... In this case, the company first disclosed the amendments to the charter and bylaws it intended to put in place at the IPO in a draft registration/Form S-1A statement filed on Jan. 6, 2015 (less than one month before the IPO). — ISS 2016 Report; The Company's governance structure includes several provisions that significantly limit the rights of outside Class A shareholders... The combined effect of these provisions will be to severely limit the ability of shareholders to effect change at the Company or to realize a takeover premium....As the board has not provided its public shareholders with an ability to ratify any portion of this troubling governance structure, we recommend that the Class A holders signal their disapproval of these excessive restraints by abstaining from the lone member of the governance committee currently standing for election, Ms. Evan. — Glass Lewis 2015 Report"

Box, Inc. · BOX Starboard Value · p. 116
quote villain critique

""I know a doctor down the block who was doing a lot of Nevro. He only does procedures when he gets the dole. You have to grease him to get his business. I don't operate that way and everyone knows it. Consulting is one way, teaching is another. You can get a ridiculous amount for teaching. Then they have these round tables that are junkets." — KOL; "Nevro will put doctors on studies because it's a way to boost income in their practices. They'll throw a lot of money your way. They'll put you on these consulting contracts and give you a bunch of speaking things and everything else and it's basically like a reward system. If you're doing a lot more Nevro, you get more speaking engagements. [Name redacted] gets a ton of seeking opportunities because they know he's very influential in the field. Nevro was giving [name redacted] easily a hundred fifty thousand dollars a year and they gave him stock, so you can look that up. He openly has stock, to keep him implanting [Nevro's device]." — High volume KOL and former Nevro user; "They figure out from their rep 'What does he [the doctor] like?' Companies use those levers to engage with you and say 'Yeah, we got these opportunities, would love to get you on board' and talk about those things." — KOL and one of Nevro's highest volume implanters"

Nevro Corp. · NVRO Scorpion Capital · p. 214
quote ceo quote

""So about two years ago, we really started to push a more balanced approach between accessing unconventional hydrocarbon resources, oil and gas, to balance the high impact exploration program..." — John Hess, November 2010; "We have done a lot of work over the last 10 years to restructure our own Company significantly..." — John Hess, July 2011; "This change essentially began in 2009 and should be largely complete in 2014." — John Hess, July 2012; "On our July call, we explained that Hess was in the midst of a five-year transition... completed by the end of 2013." — John Hess, January 2013; "..our current board is comprised of highly accomplished directors who deserve credit for initiating the multiyear transformation that started in 2010 and that continues today." — Jon Pepper, Hess spokesman, February 2013; "the major moves to reshape our portfolio... will have been completed by the end of 2013." — John Hess, January 2013; "we'd say 12 to 18 months [March 2014 to September 2014]." — John Rielly, SVP & CFO, Hess March 2013; "...I mean, it's early in the process, but our guidance would be that we'd complete these sales by the end of 2014." — John Rielly, SVP & CFO, Hess March 2013; "monetization of our Bakken midstream assets expected in 2015." — John Hess, March 2013"

Hess Corporation · HES Elliott Management · p. 19
quote villain critique

"We ended up selling our entire position in DND. I simply couldn’t stomach the risk that management wouldn’t try to pull something in the midst of your activist campaign. — Former shareholder (Sept 2024); Matt keeps saying he wants to delever the balance sheet to 4x but in the meantime, he keeps making acquisitions and increasing the leverage. We have told the Board for years they need to pay down debt, but they just don’t get it. — Top 10 shareholder (June 2024); As long as Matt is involved, I am not touching this stock. — Former shareholder (June 2024); The Board is a joke. Colleen seems like a nice person, but she is in over her head and can’t manage someone like Matt. Matt controls this Board and unless we have a clean fresh reset, nothing will ever change. This is why this stock trades at such a discount to the peers. — Top 20 shareholder (June 2024); I asked Matt in December 2023 if he would issue equity to delever the balance sheet. Stock was around $14 per share. Matt replied – at this price, no way, it’s way too cheap. Barely a month later, company announced a bought deal at $12.10 per share. — Top 10 shareholder (May 2024); Matt says one thing and does just the opposite. It’s so frustrating. The stock is uninvestable. — Former shareholder (May 2024)"

Dye & Durham Limited · DND Engine Capital · p. 53
quote nominee bio

""Maisie has been on the forefront of sustainability long before ESG was a concept. It is her passion and thoughts that have helped shape Bon Appetit into the market leader in sustainable food practices and this, in turn, has led the way for Compass Group, the global leader in contract foodservice, in this area. She has been involved in scope ranging from grassroots detail to the largest scale." — Palmer Brown, Chief Financial Officer of Compass Group PLC; "Her understanding of consumer demand and the intricacies of decision-making on the buying side helped shape the program, and her insight has guided some key pivots along the way. Maisie knows how to cut to the key issues in organizational strategy, and her incisive questions and forthright advice have been extremely valuable to EFI over the past decade." — Peter O'Driscoll, Executive Director of Equitable Food Initiative; "Maisie Ganzler is a value-add colleague on the Air Protein Board. Her expertise in restaurants, food supply chains and sustainability have been invaluable in helping the management team shape Go to Market and Product Development strategies. She's been a true professional and has made a real contribution to the Company and Board." — James D. White, Executive Chair of Air Protein."

quote preempt rebuttal

""The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment." — Heinz, June 2006; "Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, Jan 2015; "[P&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board...Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." — David Taylor, August 1, 2017; "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, Heinz CEO, Mar 2008; "I have the highest regard for Nelson Peltz and Ed Garden. Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." — Ed Breen, DuPont CEO, July 2017"

The Procter & Gamble Company · PG Trian Partners · p. 17
quote ceo quote

""Now, the integration value [of Speedway] is, I would say, proprietary. I can't give out a number from a competitive reason of that integration value, but I can say it is very significant..." — Gary Heminger, July 28, 2016; "So we look at the integration value [of Speedway]. We look at kind of the dis-synergy if we were to do something different with Speedway, and we still believe that it has a very strong fit in our system." — Gary Heminger, October 27, 2016; "There have been some questions about a sale of Speedway and we have such a low tax basis in Speedway. We would find that hurdle hard to overcome..." — Gary Heminger, February 14, 2017; "The bottom line is that there is no compelling valuation opportunity in separating our retail business, and that any potential separation will cause loss of integration synergies, additional cash needed to maintain appropriate balance sheet strength, increase volatility in the remaining business, and, we believe, result in long term value disruption." — Gary Heminger, September 5, 2017; "...we completed the very comprehensive review of Speedway and the conclusion, the unanimous conclusion by the board was that Speedway would remain in the vertical integration of MPC." — Gary Heminger, February 13, 2018"

Phillips 66 · PSX Carl Icahn · p. 33
quote ceo quote

""the major moves to reshape our portfolio... will have been completed by the end of 2013." — John Hess, January 2013; "We'd say 12 to 18 months [March 2014 to September 2014]." — John Rielly, SVP & CFO, Hess March 2013; "I mean, it's early in the process, but our guidance would be that we'd complete these sales by the end of 2014." — John Rielly, SVP & CFO, Hess March 2013; "monetization of our Bakken midstream assets expected in 2015." — John Hess, March 2013; "our current board is comprised of highly accomplished directors who deserve credit for initiating the multiyear transformation that started in 2010 and continues today." — Jon Pepper, Hess spokesman, February 2013; "On our July call, we explained that Hess was in the midst of a five-year transition... completed by the end of 2013." — John Hess, January 2013; "This change essentially began in 2009 and should be largely complete in 2014." — John Hess, July 2012; "We have done a lot of years to restructure our own Company significantly..." — John Hess, July 2011; "So about two years ago, we really started to push a more balanced approach between accessing unconventional hydrocarbon resources, oil and gas, to balance the high impact exploration program..." — John Hess, November 2010"

Hess Corporation · HES Elliott Management · p. 38
quote villain critique

"Operating performance has been disappointing, particularly when considered alongside management's messaging...PSX has not been able to sustain improvements or contend with market volatility effectively. — ISS, May 12, 2025; In a campaign inextricably predicated on the notion that P66's asset mix is a favorable differentiator, the board's inability to draw what we consider to be a strong, straightforward throughline to shareholder value is a bust. — Glass Lewis, May 10, 2025; Phillips 66's current conglomerate structure appears to be suboptimal for sustained financial growth. We agree with [Elliott] that a strategic shift towards refocusing on its core assets, particularly within the refining segment, is necessary to drive improved performance and value creation. — Egan-Jones, May 1, 2025; PSX has established a track record of providing selective and ambiguous disclosure that obfuscates results, makes it difficult to assess decisions, and creates impediments to evaluating performance. — ISS, May 12, 2025; The board's [decision to combine the Chair and CEO roles] evidences a disconnect from shareholders, and undermines the argument about its commitment to ensuring strong corporate governance and board oversight. — ISS, May 12, 2025"

Phillips 66 · PSX Elliott Management · p. 20
quote nominee bio

""My plan is to visit each refinery and talk to key refining and commercial personnel. These are the employees who will lead the significant margin and cost optimization improvements. It will only happen because of their experience and buy-in. They will know where the opportunities are and will want to be empowered to drive to a best-in-class performance." — Nominee 1; "I don’t see the value of the integration they claim to enjoy. Where is the evidence? It’s a different structure than Marathon or Valero – and they have been the better performers. I will insist that we take a harder look at this structure. The Board needs Directors with no pre-ordained conclusions." — Nominee 2; "Midstream businesses can be growth engines, but they need the right structure to compete. Phillips’ midstream business is constrained in so many ways in the current structure. I think people will be amazed at what is possible with these assets." — Nominee 3; "The lack of interest in Phillips’ stock from active managers is the market speaking to Company leadership. It is evident that the Phillips’ Board does not have its performance-driven and execution-focused mindset. I will make sure the Board doesn’t lose focus on investors’ views." — Nominee 4"

Phillips 66 · PSX Elliott Management · p. 90
quote nominee bio

"My plan is to visit each refinery and talk to key refining and commercial personnel. These are the employees who will lead the significant margin and cost optimization improvements. It will only happen because of their experience and buy-in. They will know where the opportunities are and will want to be empowered to drive to a best-in-class performance. — Nominee 1; I don't see the value of the integration they claim to enjoy. Where is the evidence? It's a different structure than Marathon or Valero - and they have been the better performers. I will insist that we take a harder look at this structure. The Board needs Directors with no pre-ordained conclusions. — Nominee 2; Midstream businesses can be growth engines, but they need the right structure to compete. Phillips' midstream business is constrained in so many ways in the current structure. I think people will be amazed at what is possible with these assets. — Nominee 3; The lack of interest in Phillips' stock from active managers is the market speaking to Company leadership. It is evident that the Phillips' Board does not have its performance-driven and execution-focused mindset. I will make sure the Board doesn't lose focus on investors' views. — Nominee 4"

Phillips 66 · PSX Elliott Management · p. 89
quote precedent table

"PBI has not provided shareholders with a convincing, substantive reason to conclude that future performance will depart from the disappointment of the past decade. [...] In summary, shareholders have endured a decade of underperformance and disappointment, there are unanswered questions and serious concerns about the path forward, and power on the board is concentrated in the hands of those directors who objectively have the most potential for a conflict of interest by virtue of their past experience and tenure. — Institutional Shareholder Services (Hestia/Pitney Bowes ISS report, Apr. 26, 2023). The company's TSR has varied when compared with peers, but over all time periods, it has substantially underperformed that of the Nasdaq Biotech Index. [...] The most immediate need for Progenics is sufficient board change to a) get a second opinion on the merger, and b) establish the possibility of a compelling alternative path, which the current board and management has failed to articulate. The most effective way to accomplish this may be by removing CEO Baker and adding dissident nominees Ende, Ber, and Mims to the board. — Institutional Shareholder Services (Velan Capital/Progenics ISS report, Nov. 8, 2019)."

quote ceo quote

"Partly, yes. I mean, that's already happened in markets like the DC area market, in Seattle. It's required for buyers to sign a buyer's agency agreement. I think some of this is about legal and regulatory compliance. Some of it is just an ethical mandate that people should not hire a buyer's agent without realizing it. They should know what that buyer's agent charges, and they should know what services are entailed. They should know when they're committed. And so this is good salesmanship, but it's also just an above board way to treat a customer. Now, the reason that I said partly is that we're also seeing some trends where more listing agents are selling homes directly to home buyers. So I think there is just going to be more consumer choice, John. In some cases, a consumer is explicitly going to decide that I want somebody on my side, that I want my own agent. And other times, the agent, the listing agent, excuse me, will be the one handling both sides of the sale. The buyer is going to directly to that listing agent. I don't think that's going to be the majority of cases, but I do think there's going to be clear consumer choices and more consumer power. That's great. — Redfin CEO, Q4'23 Earnings Call"

Zillow Group, Inc. · Z Spruce Point Capital · p. 45
quote nominee bio

""As Independent Lead Director at HD Supply and Nominating & Governance Committee Chair, Betsy led the charge on creating exceptional board of directors' composition and dynamics. [...] Betsy's overwhelming passion to apply hard work, opportunistically identify and engage an extended network of expert talent, and direct board activity was an incredible business asset and accelerant." — Joseph J. DeAngelo, Chairman & CEO, Home Depot Supply – 2019; "Betsy Atkins had the courage to join our board as an Independent Director during a time of company crisis. Betsy provided not only a steady hand but also the focused, strategic thinking and experience in corporate governance necessary to navigate a clear path forward." — Matt Maddox, CEO, Wynn Resorts – 2019; "She has the rare experience of having served on numerous boards across various sectors and geographies. Her hands-on and intimate knowledge of situations that board members have to navigate has proven essential at a point in time when governance is facing significant challenges, undergoing major transformations, and requires different approaches in different parts of the world." — Jean-Pascal Tricoire, Chairman & CEO, Schneider Electric – 2019"

quote ceo quote

""I hear what you're saying about the acquisition and the history, but really it's been six, seven years since we've made an acquisition more than $100 million. So we've moved past that. Really the financial priority for the Company as set out by the Board and the senior management team is continue to improve the credit profile." — Steve Heskett, Vice President - Treasurer, September 2011; "Smaller bolt-on acquisitions, particularly in fast-growing, developing markets that have a very strong synergistic, a post-synergistic sort of a payback for us, $10 million-$20 million sort of acquisitions -- I don't believe this is the time to kind of bet the farm and go out and leverage up the balance sheet. I don't think that we've -- I think reducing our debt right now is more important than expanding our debt." — Peter Huntsman, President & CEO, May 2012; "But I don't see in today's -- where the market, I think, is putting a premium on risk reduction. I don't see a scenario today, at least not one that sits readily before me, where we are going to take our balance sheet and load it up with debt. So, M&A, large M&A I don't think is a high priority." — Peter Huntsman, President & CEO, November 2012"

Huntsman Corporation · HUN Starboard Value · p. 182