Callouts & quotes from 21+ activist slides

""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"

""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"

"“paresthesia-free” has backfired and resulted in a patient/doctor support infrastructure that renders the business model broken and permanently unprofitable. — Ex-executives. “paresthesia-free” is a fatally flawed concept and that he observed over half of patients failing to improve and virtually all experiencing lack of efficacy at various times. — Former regional sales director. Nevro found itself “in a bind” with the CEO and management refusing to accept that high frequency is a dud, leading to conflict with the field and sales reps leaving “in droves” despite the best compensation in the industry. — Former regional sales director. “despite repeated reprogramming sessions in the effort to achieve therapeutic optimization” — A January 2020 paper at the annual neuromodulation meeting (NANS). “differ greatly from the results we have found in real world practice.” — A January 2020 paper at the annual neuromodulation meeting (NANS). “disinformation” regarding explants, labeling Nevro’s conduct as “slimy.” — A KOL."

""With specific regard to the [short-seller] Report, the Committee concluded that the allegations were either factually incorrect or that there were reasonable explanations as to their non-materiality." — China Agritech, Inc. press release. "FTI independently obtained and reviewed documents which state that as of June 30, 2011, ChinaCast had cash, cash equivalents and term deposit balances reported in the Company's form 10-Q for the second quarter ended June 30, 2011." — ChinaCast Education Corp. press release. "We believe the findings contained in the FTI report should provide some comfort to shareholders as to the integrity of the Company's financial reporting and should serve to distinguish the Company from other Chinese companies that have received adverse publicity after failing to provide adequate verifications with respect to their financial statements." — Daniel Tseung, Chairman of the Audit Committee, ChinaCast Education Corp."

""Nevro tried to innovate, and I give them credit for that, but they're struggling and trying to survive. So they're trying to come up with these studies demonstrating superiority. The flawed design of their studies defines them as a company and they're failing." — KOL and high volume implanter; "There's no Rosetta Stone in medicine. There's no one thing that can treat everything but Nevro will have you believe that one therapy can treat every type of pain and all you have to do is put it in the same spot... It goes against everything in science and medicine." — KOL and high volume implanter; "The Hawthorne effect is well documented in science... Every patient in Nevro's study knew which device they got. Doctors believe the Hawthorne effect completely skewed Nevro's results. It happens in all their studies. Everybody knows which device they're getting. Nevro's always played a lot of games." — KOL"

"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"

""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"

"I’m personally worried about the reliability issues Astra will face...every single component on Astra’s rocket is cheap. And they are rigorous about testing and they test really hard, and they do everything they can, but still, they don’t have the redundancies that other rocket companies have...I’m not sure customers will be happy with losing half of their payloads...Kemp insists that because it’s a cheap rocket, the customers will have cheap payloads...so the companies will be ok to make two, and launch one / lose one, because it’s a lot cheaper than any other access to space...honestly, not sure how the market will take it when rockets keep failing and I believe they will. — Industry professional with knowledge of Astra rocket development"

""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; "The problem with [Phillips 66's] 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 66 charter or bylaws possibly can be construed as preventing directors from voluntarily offering to resign." — Professor Jonathan Macey"

""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; "The problem with [Phillips 66’s] 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 66 charter or bylaws possibly can be construed as preventing directors from voluntarily offering to resign." — Professor Jonathan Macey"

"“One of Nevro’s biggest implanters had about 300 Nevro devices implanted and he didn’t know that they were all failing because the reps were fielding all the patient calls. Patients were told, if you have any problems just call Nevro or call your rep. Don’t call the doctor. He didn’t know until a year or two later that a third of his patients had gotten explanted at other practices. So, a lot of Nevro’s high volume implanters split.” — High volume implanter and KOL"

"A. Failing to disclose, clearly and conspicuously, before any consumer becomes a Marketing Program participant, all information material to a consumer's decision to participate in the Marketing Program, including but not limited to the following: (1) The number and percentage of current Marketing Program participants who have not received any commissions, bonuses or overrides; — FTC v. Trek Alliance, No. 02-9270 (C.D. Cal. June 24, 2003)."

""This pattern suggests that Phillips 66's board is using these repeated proposals as a shield against activism while failing to deliver tangible governance reform that shareholders clearly seem to support," Prof. DesJardine wrote: "If the desire to declassify is genuine, one would think the board would accept the remedy that Elliott has proposed." — Mark DesJardine, associate professor at Dartmouth's Tuck School of Business"

"Stockholders may use information about corporate mismanagement, waste, or wrongdoing in several ways. For example, they may “seek an audience with the board [or directors] to discuss proposed reform or, failing in that, they may prepare a stockholder resolution for the next annual meeting, or mount a proxy fight to elect new directors.” — Seinfeld, 909 A.2d at 119-20 (quoting Saito, 806 A.2d at 117)."

"‘the Subpoena sought communications and other documents concerning potential issues related to the Company’s Zio Systems, including that the Zio Systems were failing to timely transmit patient cardiac data to physicians for review after the occurrence of a cardiac event.’ — DOJ Petition for Order to Show Cause"

"Sony Music sued Los Angeles-based Triller last year (2022). It accused the TikTok rival of failing to make payments under a licensing agreement and committing “massive” copyright infringement by streaming its music without a license since breaking the contract. — Reuters"

"Genscript called out Twist’s nascent, much-hyped antibody discovery business as a flop... that these customers painted Twist’s antibody efforts as a face-plant — that they couldn’t come up with antibody leads nor honor timelines, taking 7-8 months before failing."

"In my professional opinion, Inspire therapy should be the last option, failing everything else. It is a semi-permanent device that you put in your body and you will feel a bump on your chest — Sleep Tech (Reddit)"

"Mr Harwood KC submitted that the Developer fell short of its duty of candid disclosure in failing to explain to the Court how, internally, it calculated the capacity of the proposed solar farm."

"SEC Charges Sports Nutrition Company With Failing to Properly Disclose Perks for Executives — SEC Press Release 2015-179"