Callouts & quotes from 178+ activist slides

""...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"

""...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"

""We understand from reading their proxy statement that any continuing agreement between Elliott and their nominees will be purely executory and such nominees will not owe any duty or allegiance to Elliott. Moreover, we find that the compensation provided by Elliott to their nominees is consistent and comparable to that of the company's continuing directors; specifically, continuing directors have similar upside potential on historical share grants received during their tenure as directors. We believe Elliott's nominees and your continuing directors are all compensated in a manner consistent with their fiduciary duties to all the shareholders." — David H. Batchelder, Hess shareholder, Relational Investors LLC; "Hess has portrayed these bonuses as somehow objectionable...it is difficult to see the merit in management's arguments. The bonuses seem surgically tailored to tie the payoff to Hess's stock price performance compared to competitors. That is intended to align the interests of those directors with those of the company's shareholders. Elliott makes the promise at the outset and then has no role to play afterwards, other than to pay up if milestones are met. No one is beholden to Elliott and the independence of those directors is not compromised." — Lawrence A. Cunningham, Professor, George Washington University Law School; "The Elliott approach makes sense for Hess shareholders. It's a straightforward and objective incentive plan that clearly connects the interests of independent nominees with the interests of shareholders over the medium and long term. This kind of approach lends itself to allowing these nominees, if elected, to focus on independent decision-making and fulfilling their fiduciary obligations on behalf of shareholders." — Randall Thomas, Professor, Vanderbilt Law School"

""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 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 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 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"

""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"

""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"

""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"

"“...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"

""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)"

"“They're going to have to get their act together to make sure that they understand what the customer needs and what they need to deliver...Honestly, I don't see how—they might get lucky, but in my experience right now, if you don't have, from the customer side of things, if they don't have someone that understands synthetic biology and understands the process and can really review the data, review the project, the advancement of the project is going to be difficult to be successful, unless Ginkgo hires really amazing program directors.” — Current Motif executive; “A lot of them are pretty much fresh out of Ph.D. So, this is their first job...at the speed they're growing right now, it's difficult for them to recruit senior people.” — Current Motif executive; “I think it just really comes back to having a very young, inexperienced team. We would give them a statement of work and a proposal for what we wanted to have done, and they would just seem to not be able to execute on it. Or we had them try to develop an assay for us, and we kept getting no results back from it. The assay just wasn't done; it wasn't developed. They kept dragging on, or would give us something that we thought should be done, and we would test it and find that it didn't work the way it was supposed or they hadn't used the proper controls...the mindset around customer service didn't seem to be there. It was very casual about, oh well, we can just keep fiddling around with this and charging you for it.” — Senior employee at Joyn"

"“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"

""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"

""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"

""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"

""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"

""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 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"

""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"

"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"

"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)."

""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"

""ISS recently adopted a policy regarding so-called "unilateral" bylaw or charter amendments -- provisions adopted without public stockholder approval. Under this policy, beginning in 2015, it will generally recommend withholding votes from or voting against directors who, without putting the provision to a stockholder vote, approved bylaw or charter provisions that have the effect of restricting stockholder rights." — "Governance Issues in Spin-Off Transactions" published by Gibson Dunn on 2/5/15; "Glass Lewis ordinarily gives new public companies a one-year grace period to allow them time to comply with applicable regulatory requirements and meet basic corporate governance standards. However, if the company implements an anti-takeover measure such as a rights plan or a classified board before its initial public offering, without offering a sunset for the rights plan of three years or less or a ‘sound rationale,’ and the measure is not subsequently put to a stockholder vote, Glass Lewis will consider recommending voting against all members of the board who served at the time the measure was adopted." — "Governance Issues in Spin-Off Transactions" published by Gibson Dunn on 2/5/15"

""It’s come down to which group of independent directors shareholders want to oversee the company: Darden’s or Starboard’s? We believe Starboard’s slate is better qualified." — Hedgeye, September 3, 2014; "Investment Thesis: We remain constructive on Darden based on the thesis that multiple near to intermediate term catalysts are in play including the potential spin-off of SRG, increasingly aggressive cost control efforts and the potential sale of a portion of the company’s 600 remaining owned pieces of real estate." — Wells Fargo, September 2, 2014; "Development of propco/opco could be an intriguing possibility to maximize value in remaining real estate ... Based on discussions with J.P. Morgan’s REITs equity research team we believe a 14-15x pretax multiple could be applied to rental income. ...[This] yields approximately $7-8 of additional stock value." — JP Morgan, June 5, 2014; "We are lowering our rating on DRI shares from Neutral to Underperform and cutting our price objective from $55 to $40. Olive Garden (OG) has undertaken a brand relaunch to drive sales but we have concerns that the efforts are failing to gain significant traction." — Bank of America, August 28, 2014"

"“It’s come down to which group of independent directors shareholders want to oversee the company: Darden’s or Starboard’s? We believe Starboard’s slate is better qualified.” — Hedgeye, September 3, 2014; “Investment Thesis: We remain constructive on Darden based on the thesis that multiple near to intermediate term catalysts are in play including the potential spin-off of SRG, increasingly aggressive cost control efforts and the potential sale of a portion of the company’s 600 remaining owned pieces of real estate.” — Wells Fargo, September 2, 2014; “Development of propco/opco could be an intriguing possibility to maximize value in remaining real estate … Based on discussions with J.P. Morgan’s REITs equity research team we believe a 14-15x pretax multiple could be applied to rental income. …[This] yields approximately $7-8 of additional stock value.” — JP Morgan, June 5, 2014; “We are lowering our rating on DRI shares from Neutral to Underperform and cutting our price objective from $55 to $40. Olive Garden (OG) has undertaken a brand relaunch to drive sales but we have concerns that the efforts are failing to gain significant traction.” — Bank of America, August 28, 2014"

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

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

""After more than 3 years of aggressively repositioning its asset base and slashing costs, we expect Amerada Hess will finally deliver..." — Lehman, May 1999; "We have done a lot of work the last two years to reshape our portfolio... It's starting to stabilize." — John Hess, October 2003; "Over the last five years our company has done a lot of work to reshape our portfolio... We're starting to deliver a consistent track record of performance." — John Hess, September 2006; "So about two years ago, we really started to push a more balanced approach between accessing unconventional... 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; "...important change for Hess... This change essentially began in 2009 and should be largely complete in 2014." — John Hess, July 2012; "We would note that 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"

""Agrium is attractive because JANA looks likely to win board seats" — Credit Agricole / CLSA, 12/14/12; "JANA's interest in Agrium has certainly been a boon for investors" — Financial Post, 12/21/12; "After speaking with four of the five directors that JANA Partners is nominating for Agrium's board, we came away impressed with the group's clear industrial distribution experience and competence and their ability to articulate the kinds of operational improvements they would seek to implement at Agrium Retail" — Barclays, 12/13/12; "While activist shareholder JANA Partners' proposals have been met with stiff resistance from Agrium management, we believe that significant shareholder value creation may come from surfacing some of the issues raised by JANA" — Piper Jaffray, 12/2/12; "JANA's proposed board members possess solid retail distribution experience and could help unlock value" — CIBC, 1/15/13; "JANA is nominating a retail ‘dream team’ to Agrium's board, which currently does not have one independent member with retail distribution experience" — Barron's, 11/26/12"

""After more than 3 years of aggressively repositioning its asset base and slashing costs, we expect Amerada Hess will finally deliver..." — Lehman, May 1999; "Over the last five years our company has done a lot of work to reshape our portfolio... We're starting to deliver a consistent track record of performance." — John Hess, September 2006; "So about two years ago, we really started to push a more balanced approach between accessing unconventional... 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 Company significantly..." — John Hess, July 2011; "...important change for Hess... This change essentially began in 2009 and should be largely complete in 2014." — John Hess, July 2012; "We would note that our current board is comprised of highly accomplished directors who deserve credit for initiating the multiyear transformation that continues today." — Jon Pepper, Hess spokesman, February 2013"

""We think like private equity people because Nelson forces us to think like private equity.. I said to another CEO that if I were to form a board today, Nelson [Peltz] would be one of the first directors I’d ask to serve... [Trian's] team had good questions and good suggestions." — Former CEO, Bill Johnson, CEO Magazine (3/08); "We have come to truly respect and highly value your impressive approach to sales and marketing, which has led to long-term shareholder value... and economic security for our members... If more companies I interacted with were able to follow the Heinz model, I believe we would have...fewer wasted resources." — Bill Dempsey, Director of UFCW Capital Stewardship, in letters to Trian dated 10/07/08 and 10/23/08; "Having activist investor Nelson Peltz on the Board of Directors has turned out to be a valuable asset. He is an operator at heart, so he asks the right questions in meetings and pushes managers to share and learn from each other." — Credit Suisse, 3/26/08"

"“We believe the time has come for material changes in leadership here as BOX remains in a “no-man’s land” for investors – not enough growth and not enough margin. We have covered tech/software for 18 years and have never come across a company that is a leader in a $40B TAM and continues to mis-execute so badly. The commentary every quarter of “strong demand”, “sales productivity/enablement improvements” and “solid momentum” in the business have not correlated with decelerating growth across all metrics for a number of quarters. It is also amazing to us the Board of Directors has done nothing to push the issue. We believe this is potentially an activist investor’s dream but with five of the nine board members being founders/VCs we see a bit of a roadblock...Management is now two years into a go-to-market transformation with no indicators pointing to any sign of success. Something must change.” — Craig-Hallum, August 2019"

"In the case of SandRidge Energy, Carl Icahn may be just the treatment the company needs.....If one takes a close look at the performance of SandRidge in the cold, hard light of reality, it is difficult to make a case for management or to argue that their performance is serving shareholders well.....Between Oct. 1, 2016 and May 1, 2018, shares in SandRidge fell from $21.27 to $14.35. This means the management and directors at SandRidge have produced a return of -32.5 percent for investors.....When a company is performing as far below industry averages as SandRidge, a shakeup is warranted.....If negative 32 percent is what this board and management can produce after a bankruptcy eliminated most of their legacy issues, it may well be time to let someone else try. — Stuart T. MacDonald, Professor of Finance, University of Central Oklahoma, What is good for you isn’t always pleasant, The Journal Record (May 8, 2018)."

"This pattern suggests that Phillips 66’s board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think the board would accept the remedy that Elliott has proposed. — Professor Mark DesJardine, Dartmouth Tuck School of Business; Phillips objects to the Elliott proposal, weakly arguing that it “contravenes well-settled principles of Delaware corporate law and would be highly unlikely to withstand scrutiny in Delaware courts… The problem with this argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips charter or bylaws possible can be construed as preventing directors from voluntarily offering to resign..” — Professor Jonathan Macey, Yale Law School and Yale SOM"

""Can you talk about if the Company through this process discussed taking the Company private through a leveraged buyout and how you decided that this was the better alternative?" — Gary Lieberman, Analyst, Stanford Financial Group. "Yes, this is Bill Schoen speaking. We absolutely did, and we had several conversations with several people regarding that. And we came to the conclusion because of our extraordinary, outstanding balance sheet, that it would be a better approach -- the directors felt it would be a better approach to go ahead and give this cash dividend to our shareholders and then allow our shareholders to continue in the growth of our Company." — Bill Schoen, HMA Chairman. "In a bold move, Schoen fended off private-equity investors that have snapped up rival hospital companies, such as HCA last year, by using some of the same tactics." — Business Observer."

""The Board of Directors sincerely appreciates the constructive perspectives Jeff has brought to our group...he has been a valuable contributor to the Board and provided a focus on the long-term best interests of the company and its shareholders. We thank him for his service and wish him continued success." — Nigel Travis, Chairman and CEO of Dunkin' Brands; "On behalf of our management and Board of Directors, I want to thank Jeff for his significant contributions to Office Depot and its shareholders. Jeff has been an integral part of our accomplishments and provided important perspectives that helped to define strategies that position the company for long-term growth and profitability. I have appreciated our time working together and wish Jeff well in his existing and future projects." — Roland Smith, Chairman and CEO of Office Depot"

"“The Board of Directors sincerely appreciates the constructive perspectives Jeff has brought to our group...he has been a valuable contributor to the Board and provided a focus on the long-term best interests of the company and its shareholders. We thank him for his service and wish him continued success.” — Nigel Travis, Chairman and CEO of Dunkin’ Brands; “On behalf of our management and Board of Directors, I want to thank Jeff for his significant contributions to Office Depot and its shareholders. Jeff has been an integral part of our accomplishments and provided important perspectives that helped to define strategies that position the company for long-term growth and profitability. I have appreciated our time working together and wish Jeff well in his existing and future projects.” — Roland Smith, Chairman and CEO of Office Depot"

""The strong leadership of President and CEO Yoshihiro Hasebe, and with the appropriate oversight and advice from the current Outside Directors" — Kao Corporation. "What we want to hear from the Company is why we should expect the next step to be different." — Foreign Buyside Analyst. "How do I rate the strategic competence of management? I would give them a zero. Actually, can I give them a negative? They failed to deliver on guidance and the board made no change to management. It’s horrible." — Foreign Buyside Analyst. "My sense is none of the management team are really what you would call ‘professionals’… they should bring in specialist personnel with knowledge of global business" — Domestic Buyside Analyst. "The management team's abilities are extremely low… Global skills are practically non-existent." — Domestic Buyside Analyst."

""[Dr.] Klaus Kleinfeld serves as both the CEO and chairman. The combined role is increasingly discouraged by investors believing instead that the separation of these roles provides more effective board oversight. As an enhanced safeguard, the company has individual designated Patricia Russo as the Lead Director. However, Ms. Russo is overboarded, serving as Lead Director of GM, chairman of Hewlett Packard Enterprise (HPE), and is a director at Merck & Co. This calls into question the time she has available to lead the independent directors. Another issue is the fact that Chairman and CEO [Dr.] Klaus-Christian Kleinfeld, who is also overboarded, serves on the board of HPE with Ms. Russo. This can make it difficult for the lead director to act independently." — MSCI ESG Research, Inc., December 19, 2016"

""The Arconic Board has repeatedly demonstrated a clear commitment to good governance. It created Alcoa Corporation as a Delaware entity with a state-of-the-art, shareholder-friendly governance profile. It is seeking shareholder approval to declassify its board and eliminate all supermajority voting requirements, and if the requisite approval is not obtained, it has committed to propose a Delaware reincorporation that would achieve that result. This Board—which consists of a majority of directors who joined the board since the beginning of last year including three directors selected by a major activist shareholder—deserves the full support of investors who embrace best practices in corporate governance." — Joseph A. Grundfest, Professor of Law and Business at Stanford Law School, March 2017"

"“These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders.” “We have had this strategic transformation, as my remarks noted, underway, really going back...since I became Chairman...In fact, Elliott got on the train after it really left the station...This is a culmination of a multi year strategy...” — John Hess, March 4th 2013(1); “While this letter presents Elliott’s perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board.” — Elliott Letter to Shareholders, January 29th 2013(2)"

""While this letter presents Elliott's perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board." — Elliott Letter to Shareholders, January 29th 2013. "These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders." "We have had this strategic transformation, as my remarks noted, underway, really going back...since I became Chairman...In fact, Elliott got on the train after it really left the station...This is a culmination of a multi year strategy..." — John Hess, March 4th 2013."

"“These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders.” “We have had this strategic transformation, as my remarks noted, underway, really going back...since I became Chairman...In fact, Elliott got on the train after it really left the station...This is a culmination of a multi year strategy...” — John Hess, March 4th 2013. “While this letter presents Elliott’s perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board.” — Elliott Letter to Shareholders, January 29th 2013."

""These independent directors agreed to join our board, because they believe in our outstanding plan, and they recognize that our plan is the right plan for all of our shareholders." "We have had this strategic transformation, as my remarks noted, underway, really going back...since I became Chairman...In fact, Elliott got on the train after it really left the station...This is a culmination of a multi year strategy..." — John Hess, March 4th 2013; "While this letter presents Elliott's perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board." — Elliott Letter to Shareholders, January 29th 2013"

""On May 22, 2013, Starboard entered into a Settlement Agreement with Tessera Technologies, Inc. pursuant to which the six Starboard nominees, which included only one Starboard employee, would constitute a majority of the 10 person Board. One of the incumbent directors who remained on the Board was Rick Hill. Hill was Chairman of Tessera and by far the most vocal opponent of Starboard’s involvement in Tessera. After being on the Tessera Board with Starboard for six months, Hill did a complete one-eighty and even agreed to be a member of Starboard’s dissident slate at TriQuint Semiconductor. Since the Starboard slate went on the Board, the Company’s stock has appreciated by 43.15% versus 16.22% for the S&P500." — The Activist Report's “The Independent Majority” article, August 2014"

""On May 22, 2013, Starboard entered into a Settlement Agreement with Tessera Technologies, Inc. pursuant to which the six Starboard nominees, which included only one Starboard employee, would constitute a majority of the 10 person Board. One of the incumbent directors who remained on the Board was Rick Hill. Hill was Chairman of Tessera and by far the most vocal opponent of Starboard’s involvement in Tessera. After being on the Tessera Board with Starboard for six months, Hill did a complete one-eighty and even agreed to be a member of Starboard’s dissident slate at TriQuint Semiconductor. Since the Starboard slate went on the Board, the Company’s stock has appreciated by 43.15% versus 16.22% for the S&P500." — The Activist Report's “The Independent Majority” article, August 2014"

"In our opinion, except for the effects of the question described in the In the Basis for Qualified Opinion section of our report, the accompanying annual accounts present fairly, in all respects significant, the image faithful of the heritage and of the financial situation of the Society to December 31, 2024 — Deloitte Auditor Report. The attached report does not contain the information required by Article 260 of the Capital Companies Law and the General Accounting Plan, in relation to the amount of advances and loans, as well as salaries, allowances, pension obligations or payment of life insurance premiums and other remuneration of any kind accrued by the Directors and the members of the Senior Management of the Society in the exercises 2024 and 2023 — Deloitte Auditor Report."

""This pattern suggests that Phillips 66's board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support." — Professor Mark DesJardine, Dartmouth Tuck School of Business; "Phillips objects to the Elliott proposal, weakly arguing that it 'contravenes well-settled principles of Delaware corporate law and would be highly unlikely to withstand scrutiny in Delaware courts... The problem with this argument is that it ignores the simple fact that directors are free to resign their board positions at any time, and nothing in the Phillips charter or bylaws possible can be construed as preventing directors from voluntarily offering to resign.." — Professor Jonathan Macey, Yale Law School and Yale SOM"

""And in the specific case of HMA, we think that this is precisely the sort of action that could fix long-standing problems. In short, we think that Glenview is pursuing precisely the correct course and believe that it can be successful in building a consensus among HMA shareholders to nominate new directors and change the course of the company." — CRT Capital Group LLC, June 12, 2013; "We believe HMA shares will trade higher if the Board adopts any of a number of possible shareholder friendly actions... Given the recent poison pill adoption, it does not appear that the Board is currently amenable to such overtures, but the possibility remains that an activist could call a special meeting to introduce a replacement slate of directors." — Citi, June 12, 2013"

"On January 9, 2026, in response to a proposed offer price of ¥18,600, it was deemed that the price “still significantly deviates from the price level envisioned by the Company’s board of directors and the Special Committee, and must be largely increased also from the perspective of securing minority shareholders...in light of the fact that there is an increasing trend in the share prices of TMC and the Three Toyota Group Companies owned by the Company, the Tender Offer Price must be proposed factoring in the risk of price fluctuations up to the scheduled announcement date of commencement of the Tender Offer...” — Appendix 7 (The Process of Negotiations Before the Report) to the Toyota Industries Special Committee report dated January 14, 2026."

""It is our intention within the 24-month period to be able to take this combined business, this pigments business, which will be in excess of $3.5 billion in sales..." — Peter Huntsman, President & CEO, September 2013; "It is our intention within the 24-month period to be able to take this combined business, this pigments business... and have a normalized EBITDA in excess of $0.5 billion" — Peter Huntsman, President & CEO, September 2013; "We continue to remain focused as a Company and our Board of Directors on deleveraging. I think that when you look at our targets going out 2015 and 2016...our leverage ratios go to our long-time stated objective of 2.0 times our EBITDA." — Peter Huntsman, President & CEO, September 2013"

"We continue to remain focused as a Company and our Board of Directors on deleveraging. I think that when you look at our targets going out 2015 and 2016, our leverage ratios during that time period, particularly when you take into account an IPO during that time period, that our leverage ratios go to our long-time stated objective of 2.0 times our EBITDA. It is our intention within the 24-month period to be able to take this combined business, this pigments business, which will be in excess of $3.5 billion in sales and have a normalized EBITDA in excess of $0.5 billion, take this Company public and use that as an opportunity to create further shareholder value. — Peter Huntsman, President & CEO, September 2013"

""While this letter presents Elliott’s perspectives, Shareholder Nominees will form their own, independent views on the Company, its assets, and its strategy. These five accomplished individuals bring deep knowledge and experience in areas that are severely lacking in the existing board." — Elliott Letter to Shareholders, January 29th 2013; "Shareholder Nominees are completely independent, would constitute a minority of directors, and, unlike Hess's nominees, have not preapproved any plan. If elected to the Board, each of these executives will bring substantial expertise, experience, and independence that we believe is sorely needed at Hess." — Elliott Letter to Shareholders, March 26th 2013"

"‘The BoD regularly reviews its leadership structure’: failure to correct confirms lack of independent oversight — BlackRock Board of Directors. ‘BlackRock has delivered industry-leading growth’: this is no longer the case since 2009, at least from a TSR perspective — BlackRock Board of Directors. ‘One-size-fits-all approach to board leadership may not suit each company’s circumstances’: our request is based on an in-depth analysis of BlackRock’s governance — BlackRock Board of Directors. ‘Independent oversight is carried out by the Board’: according to BlackRock’s BoD, even Ms. Susan Wagner, (BlackRock’s co-founder with Mr. Fink and Mr. Kapito) is independent — BlackRock Board of Directors."

"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, May 1, 2025; 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, May 10, 2025"

"We are on board with [Third Point's] assessment of CPB's current situation. As evidenced by our earnings estimates, which are well below consensus, we are not constructive on Campbell's fundamentals... Campbell probably has more challenges/weaknesses in its immediate future than any other company we cover. We also agree with [Third Point] that the board of directors “exacerbated” Campbell's problems by apparently not having a succession plan in place. Given these problems, plus the fact that the Campbell shares are +28% since bottoming in early June (group median +5%), we concur with [Third Point] that a sale – if achievable – is the best way to create value for shareholders. — J.P. Morgan"

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

"There are two commonly accepted structures for independent leadership to balance the CEO role in the boardroom: 1) an independent Chair; or 2) a Lead Independent Director when the roles of Chair and CEO are combined, or when the Chair is otherwise not independent. ... In the event that the board chooses to have a combined Chair/CEO or a non-independent Chair, we support the designation of a Lead Independent Director, with the ability to 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. These roles and responsibilities should be disclosed and easily accessible. — BlackRock"