Callouts & quotes from 179+ activist slides

""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"

""It was always on the radar that they were going to run out of customers for cell line development specifically. So, the general idea was let's try to expand the range of applications to capture more customers that are not necessarily doing cell line development or are doing immuno-oncology or antibody discovery." — Former BLI scientist; "They've kind of gotten rid of cell line development and they've stopped touting it..." — Former BLI employee; "I think cell line development is a hard sell because everybody's got their version of what they think is the best path, a little bit of witchcraft which biology has sometimes, In CLD, it is very difficult to make an unambiguous statement. And that's because you're trying to say the counterfactual; if I would have run it on this other system, it would have been better. The only way to do that is to literally learn 300 independent campaigns on both types of systems and then measure the variability and the distributions of the cells." — Former BLI executive; "The status quo is to transfect the CHO cells... They have data, know it works, know the cost, have already bought the systems; it's sunk cost. And here comes this really expensive machine, and it's like, we can do things better. You go, that looks really cool, and I think that is true, but how can you prove it to me? Maybe that was a fluke. How much money am I prepared to spend to figure out whether that's true?" — Former BLI executive; "Sometimes pharma's are just rich and they just buy them. And it's just done. Sometimes they're very skeptical and have a hard time figuring out if they can spend $2 million. It's a lot of money. It's very difficult to prove how you are better without running something like a $200-million study, and who the hell is going to run a $200-million study with the risk of it not looking good if your total market is $300 million and your pricing actually takes that market down to $80 million. The return's not there." — Former BLI executive"

"…in Aquablation the learning curve is very short, and what I'll say is by and large, most physicians will develop proficiency within the first, let's call it anywhere from 10 to 20 procedures. And that really depends on the physician and how good they are as well. — Spruce Point Interview with Former Procept Executive, Nov 2024; with the previous generation, it heavily relied on Procept people in the room who were pretty much there handholding, guiding and training them. And it did take, I don't remember the exact number, what it used to take, but it took at least three months. So, three months of very scheduled handholding…we identified as an issue that many novice surgeons struggled with…thinking about a prostate in 2D [from the ultrasound image] but the cutting wasn't 2D right? …it's a 3D organ…and then that potentially led to risk of cutting too deep in areas that they were not supposed to…maybe you've spoken to somebody who was very experienced and for them it's easy, but we clearly saw this as an area where many struggled… — Spruce Point Interview with Former Procept Manager, Nov 2024; …right now, I would say 90% of all physicians need a representative of the company to be there present for the cases…you'll probably have physicians that have done 50 cases and still not independent…a lot of these new physicians that are coming out don't have the TURP skills, the semi rigid skills…So first and foremost, I do think there is a bigger learning curve for newer physicians, younger physicians than older physicians. — Spruce Point Interview with Former Procept Sales Rep, Nov 2024; I'm in my fifties. So let's just assume that in a year, I need to have BPH surgery. Would I do Aquablation? I probably would, but I wouldn't do it unless I went to somebody who had been on that robot for several years and have done a bunch of places. — Tegus Interview with Former Procept Sales Rep, Dec 2023"

""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"

"“...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"

"“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"

""In terms of exploration and production, we are different than the other independents. We are the most global." — John Hess, Chairman & CEO Hess, June 2010. "We want to maintain our global presence and our global reach because we believe that the globe provides many opportunities now and will also in the future. So we want to maintain that global scale and capability." — Gregory Hill, EVP Worldwide E&P Hess, November 2012. "We are skeptical that Hess's current global growth strategy will yield superior returns or growth, as its organization appears to be spread thin and we think it is unlikely that Hess can have a competitive advantage in all the areas it is pursuing." — Goldman Sachs, June 11, 2012. "On the upstream side, we question whether the company has the bandwidth to operate in over 20 countries...We do not believe a company of Hess's size will get credit in the market for a shotgun approach to investing across the world...Running such a diverse, global operation is challenging and given the size of the company it is not apparent that HES gains any incremental value from its integration and diversity. We believe this level of diversity has diminishing margins of return for investors." — Citigroup, June 20, 2012."

"“Ginkgo was kind of allowed to do what they wanted to do for the first period of the company [Joyn] at least, and that was really something that Jason Kelly and the group really sort of had pushed for, especially in Motif, at Allonnia, and the subsequent ventures, Ginkgo really needs to control these entities because if they can’t then—what they want is for these subsidiaries or for these joint ventures, these supposedly independent companies to be obligated to use Ginkgo services, and Ginkgo services are very expensive. It’s almost prohibitively expensive in some respects. But the idea is if you comparison shop, you can go elsewhere. It’s actually kind of interesting like Joyn was doing a lot of work with this group with Culture BioSciences in South City, South San Francisco. And they’re basically outsourcing their fermentation to them, not to Ginkgo. I would suspect that that was because of pricing and cost savings because they actually are not entirely obligated to use Ginkgo services, but that’s the whole idea, is you’re obligated to basically no matter what it costs. If Ginkgo says, pay us this, that’s what you pay.” — Former director-level employee; “At least 50%.” — Current Motif employee"

""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"

""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."

""In terms of exploration and production, we are different than the other independents. We are the most global." — John Hess, Chairman & CEO Hess, June 2010. "We want to maintain our global presence and our global reach because we believe that the globe provides many opportunities now and will also in the future. So we want to maintain that global scale and capability." — Gregory Hill, EVP Worldwide E&P Hess, November 2012. "We are skeptical that Hess's current global growth strategy will yield superior returns or growth, as its organization appears to be spread thin and we think it is unlikely that Hess can have a competitive advantage in all the areas it is pursuing." — Goldman Sachs, June 11, 2012. "On the upstream side, we question whether the company has the bandwidth to operate in over 20 countries... We do not believe a company of Hess's size will get credit in the market for a shotgun approach to investing across the world..." — Citigroup, July 20, 2012. "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."

""And were those things that were not addressed as you were inside ADP, or are these things that are incrementally directed towards how you are going to grow the business? In other words, did ADP kind of take a step back and say you are growing at the average rate, at corporate average margins and we are happy with that and focus on other areas? How did they view the business when it was tucked inside that company?" — Brian Bissett, Morgan Stanley. "I've been with ADP a long time. ADP does a real good job of trying to look at ways to maximize margins, but you do it on a cadence that perhaps isn't at a pace that we are going to try to accelerate. And because we are independent we can do some things if we have to restructure and the like. Perhaps that wasn't top of the list under the ADP umbrella, but it might be on ours. And so we're going to take advantage of, if you will, a fresh look at all areas and I think that's healthy for the business. Under ADP, good kinds, good direction, but a cadence that perhaps wasn't as accelerated as what we're going to try to do for this business." — Steven Anenen, CDK Global, Former CEO"

""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"

""What can they do now that will help them longer-term? In terms of execution, I want them to have a much more independent board...I want them to continue divesting. I don't want them to have a conglomerate discount...They just have too many unrelated businesses, and I think that's just not good for them longer-term." — Phillips Shareholder C; "The biggest issue for Phillips, in my opinion, is that they are not at all focused on creating shareholder value. They are focused on status quo." — Phillips 66 Shareholder D; "Look at the performance. They have issue after issue after issue. It's not a question of the management is the problem... Look, they have a management problem. I don't know any other investor who doesn't think that is true." — Phillips Shareholder E; "There is definitely a lot of upside. Their market position is pretty good. Despite financial challenges that they have been facing, they remain a very key player...So as long as they handle their strategic directions and improve their cost performance, they should do well." — Phillips 66 Shareholder F"

"“And we've had a couple of these situations in the past where I've had to have very candid conversations with their leadership. Many times, there have been situations where they've apologized profusely, so sorry that this has occurred, never our intention, won't ever happen again. We won't have any disagreements at all for a couple of months, and then again, there will be a situation where someone had made a call independent of our surgeons, and it just would continue to occur at a higher frequency, almost once a month, sometimes even a couple of times a week where now I have to get involved whenever there's a certain threshold that gets crossed as far as costs go where I would then have to bypass the entire team, go straight up to their leadership, and say, this is not what we discussed, we either need to end this or address this,...these types of issues continue to sprout, and I'll be honest, part of me also—I've been in situations where “never events” should never have occurred.” — Veteran transplant administrator/executive at Massachusetts General Hospital"

""I am proud of the accomplishments of the Board and management team." — Glenn Tilton, Lead Independent Director, April 2025; "But when you look at what we’ve done over the long term, we’ve been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders." — Mark Lashier, CEO, April 2025; "I’ve had board members tell me that they’re just stunned at the progress that we’ve been able to make in such a short period of time." — Mark Lashier, CEO, April 2025; "We’ve completed the strategic priorities that we laid out in 2022, enhanced in 2023, and committed to achieving by the end of 2024. I am proud of the work our employees have done to accomplish these important priorities and deliver on our commitments to shareholders while maintaining industry-leading safety performance." — Mark Lashier, CEO, January 2025; "You simply don’t achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 2025"

""I am proud of the accomplishments of the Board and management team." — Glenn Tilton, Lead Independent Director, April 2025; "But when you look at what we've done over the long term, we've been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders." — Mark Lashier, CEO, April 2025; "I've had board members tell me that they're just stunned at the progress that we've been able to make in such a short period of time." — Mark Lashier, CEO, April 2025; "We've completed the strategic priorities that we laid out in 2022, enhanced in 2023, and committed to achieving by the end of 2024. I am proud of the work our employees have done to accomplish these important priorities and deliver on our commitments to shareholders while maintaining industry-leading safety performance." — Mark Lashier, CEO, January 2025; "You simply don't achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 2025"

""I am proud of the accomplishments of the Board and management team." — Glenn Tilton, Lead Independent Director, April 2025; "But when you look at what we've done over the long term, we've been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders." — Mark Lashier, CEO, April 2025; "I've had board members tell me that they're just stunned at the progress that we've been able to make in such a short period of time." — Mark Lashier, CEO, April 2025; "We've completed the strategic priorities that we laid out in 2022, enhanced in 2023, and committed to achieving by the end of 2024. I am proud of the work our employees have done to accomplish these important priorities and deliver on our commitments to shareholders while maintaining industry-leading safety performance." — Mark Lashier, CEO, January 2025; "You simply don't achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 2025"

""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."

"RSM was engaged by the Audit Committee on December 21, 2018 to serve as the Company's independent auditor for the fiscal year ending December 31, 2019 and was engaged again on June 12, 2020 to serve as the Company's independent auditor for the fiscal year ending December 31, 2020. On February 15, 2021, RSM told the Chairman of the Company's Audit Committee during a telephone call that RSM was resigning as the Company's independent registered public accounting firm, effective immediately. RSM then advised the Chairman on the call that it was resigning as a result of being unable, despite repeated inquiries, to obtain sufficient appropriate audit evidence that would allow it to evaluate the business purpose of significant unusual transactions that occurred in the fourth quarter of 2020, including whether such transactions have been properly accounted for and disclosed in the financial statements subject to the Audit. — EBIX 8-K"

"Now going back to your earlier question about market shares, currently, our company don't make independent assessment of our market share. In fact, we never disclosed a single report that's coming from the company on our market share. — Gavin Kim; Next, I'll return my attention to black hat search engine optimization. NQ unequivocally refutes the allegations filed in the report that NQ owns the domain addresses referenced in the report. NQ will share our complete list of domain addresses that NQ owns and uses in our business globally to those who would like to conduct their own due diligence on our business. The natural question that may be asked then is what is for owners of these domain names to redirect traffic to NQ? It is our hypothesis that individuals or companies are interested in selling these domain names to NQ after demonstrating that they are successfully delivering page views. — Gavin Kim"

""Elanco stands at an inflection point, positioned for accelerated long-term value creation for shareholders and society." — 12/15/2020, 2020 Investor Day; "So again, I think we're at an inflection point...of value creation." — 12/1/2020, Evercore ISI 3rd Annual HealthCONx Conference; "We're now at an inflection point for growth." — 5/19/2021, 2021 Annual Meeting; "...we stand as a strategic global leader with a robust, diverse and durable portfolio, more access to the world's animals and at an inflection point to grow, innovate and deliver the next era of value." — 1/12/2021, 39th Annual JPMorgan Virtual Healthcare Conference; "I think the headline is we are at an inflection point as a company, second-largest independent animal health company." — 9/11/2023, Morgan Stanley 21st Annual Global Healthcare Conference; "...we expect to see an inflection point in 2024." — 5/9/2023, Q1 2023 Earnings Call"

""So goods transport was the main focus area for both pallet and smaller goods within Fetch's primary focus area. Fulfillment was an application they're building out, and we're still building that out fulfillment application out. And we're seeing early traction in that. It's a small business today. It's a small business today." — CEO Burns, JPMorgan Conf May 24, 2023. "To compete in the fast-paced, high-stakes world of e-commerce, modern distribution and fulfillment center operations are introducing increasing levels of automation. Too often these automated systems operate independently, performing very discrete tasks and processes. This collaboration with Fetch to have a turnkey solution with Momentum gives those in the e-commerce industry a competitive advantage that will optimize productivity, increase operational safety, and provide significant return on investment." — Honeywell Robotics CTO"

"“Ginkgo was kind of allowed to do what they wanted to do for the first period of the company [Joyn] at least, and that was really something that Jason Kelly and the group really sort of had pushed for, especially in Motif, at Allonnia, and the subsequent ventures, Ginkgo really needs to control these entities because if they can't then—what they want is for these subsidiaries or for these joint ventures, these supposedly independent companies to be obligated to use Ginkgo services, and Ginkgo services are very expensive.” — Former director-level employee; “From a business perspective, they want all the revenue, and they want to control the entity, for sure... the whole Ferment Consortium, this $300 million slush fund to start child companies of Ginkgo, I would say for sure Ginkgo controls all of those almost certainly.” — Former director-level employee"

"In China, our independent service providers are compensated for marketing, sales support, and other services instead of the distributor allowances and royalty overrides utilized in our global marketing plan. The service hours and related fees eligible to be earned by and then paid to independent service providers are based on a number of factors including the sales generated by them and by others to whom they may provide marketing, sales support and other services, the quality of their service and other factors as well as any potential future sales generated from the recently announced and expanded online ordering platform. Total compensation available to our independent service providers in China can generally be comparable to the total compensation available to other sales leaders globally. — Herbalife Q1'2017 Form 10-Q"

""It is time for shareholders' voices to be heard, for accountability to be introduced in the Taubman Centers boardroom, and for a clear message to be sent to the Taubman family that shareholders will no longer tolerate abysmal corporate governance, misguided operations, lavish developments and inferior total returns," said Land and Buildings Founder and Chief Investment Officer, Jonathan Litt. "Taubman continues to deliver suboptimal value for shareholders with 57% stock underperformance versus Class A Mall Peers over the last five years. We believe our two independent and highly-qualified director nominees, Charles Elson and myself, will bring the fresh perspectives and objectivity that we believe is currently lacking on the Board and can help reverse this trend of value destruction." — Jonathan Litt, Land and Buildings"

"Iger told board members he didn't think Chapek needed to audition for the role... Iger told [Chapek] that instead of the one-on-one board interviews, Disney's lead independent director, Susan Arnold, would be in touch... She and Iger had both recommended Chapek for the job, and the board had approved. — CNBC. Mr. Iger, then still under contract as executive chairman, didn't move out of the office he kept at Disney's headquarters in Burbank, Calif. He called strategy meetings with Mr. Chapek's underlings without inviting the new CEO. — WSJ. The executive change came together quickly, blindsiding Chapek and his closest allies. Disney's board reached out to Iger on Friday [November 18, 2022], without any other serious candidates in mind to replace Chapek as CEO, CNBC's David Faber reported Monday, citing sources. — CNBC."

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

""[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"

"Q: When Qingqing [Changing Edu] bought Zhikang [GZ 1-1], it was an independent company, so Qingqing was the shareholder? A: No, it was a business. A business does not necessarily reside within a legal entity, so the point I just made was that the business was brought in. So, we were bringing this business of like 10-plus organizations in, but it did not have a company that was the body that was carrying them. So, at that time it was really complicated. Q: So about students from that time or their families, for example, were the original tutoring contracts changed over to Qingqing? A: Right, there were discussions of this kind, but in the end, we could not adopt this scheme. If we did there would be risks. Therefore, we avoided it and dropped it. We did not implement it. — Former Changing Edu manager"

"“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"

"“One CEO whose board includes Mr. Peltz has publicly disclosed what it’s like to deal with activists such as Mr. Peltz: ‘I think the single biggest disconnect that I found is that many activists simply sit in conference rooms and do calculations and analysis, independent of the reality of the fact that we are dealing with human beings and people’s lives.’” — P&G Shareholder Letter, September 20th, 2017; “My quote was taken out of context. My statement was referring to the many activists who have not run businesses or are not close enough to the realities of operating a business. I was not referring to Nelson Peltz, who is a knowledgeable director, an experienced operator and, as a member of our board, is fully informed about our business.” — Irene Rosenfeld, September 20th, 2017"

"In their own words, they do have a clearly defined strategic direction, and you can talk the talk, but you might not walk the walk...They are clearly not walking the walk. At all. — Phillips 66 Shareholder A; Looking at [Phillips 66's] strategic direction, significant divestment and cleaning up of operations would be certainly beneficial. Getting back into what they do best, which is integrated refining. — Phillips 66 Shareholder B; What can they do now that will help them longer-term? In terms of execution, I want them to have a much more independent board...I want them to continue divesting. I don't want them to have a conglomerate discount... They just have too many unrelated businesses, and I think that's just not good for them longer-term. — Phillips 66 Shareholder C"

"I'm speechless. How can a "an industry leading provider of independent and professional consulting services to the mining and energy industries worldwide" produce such drivel? — Kerrin Allwood. Right, but then a lot of the 0.3% "Ni deposits" being touted are also far away from being economic. Seems like these days any analytically detectable level of an element of interest is being touted as an ore deposit. — Robert Brozdowski, Ph.D., P.Geo. Michael, I came to the same conclusions...this hype over coal deposits being viable sources of REE's is very frustrating and yet it seems to attract funding and investment! — John Ormerod. Agree completely... I flagged this up to a local Wyoming news group, trying to inform the locals of this .....hoax. — Keith Laskowski."

"“All of the engineering and that synthetic biology happens in Boston. So, there’s that. I do think that was a bit of a power move…” — Former director-level employee; “Joyn was sort of set up as a, I mean, it was the first big joint venture, and it was set up to be independent. At the time, Ginkgo HR facilitated things, and there was some outsourcing of those types of G&A functions to Ginkgo, like they had kind of a part-time CFO, kind of independent contractor types that worked in different administration and executive functions. So, it wasn’t entirely run by Ginkgo, but it did leverage some kind of Ginkgo’s people in those roles, and it did use the same software systems and things like that.” — Former director-level employee"

"“Our technology is complex, and we struggled to find a government consultant who could understand it well enough to be effective without us having to do all the work. Clark Street’s approach—combining deep technical, business, and government expertise in multidisciplinary teams—allowed them to get up to speed fast and bring real strategic insight without us needing to be in every meeting. They were able to craft and communicate a compelling strategy on our behalf, positioning us for substantial funding that has been transformative. Clark Street’s ability to understand and advocate for our technology independently, without our constant oversight, is exactly what we were looking for in a partner.” — Peter Chapman, CEO of IonQ"

""Director Tenure: Boards should consider all relevant facts and circumstances to determine whether a director should be considered independent - these considerations include the director's years of service on the board - extended periods of service may adversely impact a director's ability to bring an objective perspective to the boardroom. We believe director independence can be compromised at 12 years of service - in these situations a company should carry out rigorous evaluations to either classify the director as non-independent or provide a detailed annual explanation of why the director can continue to be classified as independent." — CalPERS, Governance and Sustainability Principles, September 2019."

""We didn't get much exposure to internal audit... I don't seem to recall any instances where, you know, there was a specific internal auditor engagement..." — Source D. "I didn't have too many interactions with them. And how should I say, I mean, they are not like the, you would expect the internal audit team to be a bit independent, right? And have some strength in auditing various businesses, etc. And my view was not that they were very independent and strong..." — Source G. "I'd never worked with them. Actually, they would have a team of, I think back in my day, two people sitting in that are logging Federal Audit, the two people sitting in Poland... but we didn't have much involvement." — Source C."

""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."

""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."

"With Phillips, what can they do now that will help them longer-term? In terms of execution, I want them to have a much more independent board. I want them to spin off the CP Chem business or sell it to Chevron. I want them to spin-off the retail business. They are actually selling off the Jet part, which is the retail part, so that's good. I want them to continue divesting. I want them to not have a conglomerate discount. They have a conglomerate discount, but for all the wrong reasons. They just have too many unrelated businesses, and I think that's just not good for them longer-term and it is not good for us. Also need to get rid of midstream. — Third-party Shareholder Survey"

"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"

"With Phillips, what can they do now that will help them longer-term? In terms of execution, I want them to have a much more independent board. I want them to spin off the CP Chem business or sell it to Chevron. I want them to spin-off the retail business. They are actually selling off the Jet part, which is the retail part, so that's good. I want them to continue divesting. I don't want them to have a conglomerate discount. They have a conglomerate discount, but for all the wrong reasons. They just have too many unrelated businesses, and I think that's just not good for them longer-term and it is not good for us. Also need to get rid of midstream. — Anonymous Investor"

""The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual." — Norges Bank Investment Manager. "We generally support proposals requesting the separation of the CEO and chair roles. We believe that the board should be chaired by an independent director and that CEO and chair roles should only be combined in very limited circumstances." — CalPERS. "The board should be chaired by an independent director. The chair is responsible for leadership of the board and ensuring its effectiveness on behalf of the shareholders." — CalSTRS."

""I think under Jim's era obviously we acquired companies that we brought value to it, especially through our supply chain expertise or resources... A lot of these products are being acquired strictly as a financial tool and we are leaving both entities separate and independent." — Former Long Time Supply Chain Employee. "So I guess I've kind of alluded in my point, if it looks good on paper [financially motivated acquisitions], mathematically yes. But again, you know, coming from a commercial perspective, you know, it's hard to convince the retail trade that the math makes good business sense." — Former Long Time Senior Country Leader."

""We believe that having an independent chair is the preferred structure for board leadership. Having an independent chair avoids the inherent conflict of self-oversight and helps ensure robust debate and diversity of thought in the boardroom." — Wellington; "The roles of chair and CEO are substantially different, requiring distinctly different skills and experience. Therefore, LGIM expects the two roles to be separated." — Legal & General; "Harris has an existing guideline that states that we will normally vote in favor of proposals requiring the separation of the Chairman and Chief Executive Officer positions" — Harris Associates."

""We believe that having an independent chair is the preferred structure for board leadership. Having an independent chair avoids the inherent conflict of self-oversight and helps ensure robust debate and diversity of thought in the boardroom." — Wellington; "The roles of chair and CEO are substantially different, requiring distinctly different skills and experience. Therefore, LGIM expects the two roles to be separated." — Legal & General; "Harris has an existing guideline that states that we will normally vote in favor of proposals requiring the separation of the Chairman and Chief Executive Officer positions" — Harris Associates"

"“unlike other shareholder proposals on this topic, which typically seek the adoption of a policy for an independent board chair, this proposal seeks a binding amendment to BlackRock’s Bylaws. Accordingly, voting in favor of amending the Company’s Bylaws to require separation of the Board Chair and CEO roles prevents the Board from exercising its discretion to make the best-informed decision on a leadership structure that serves the Company and its shareholders based on the relevant facts and circumstances from time to time.” — BlackRock's Opposition Statement to Bluebell Capital Partners’ propose item, 4th of April 2024."

""The software and hardware of [integrated players'] logistics assets are sometimes ~20 years out of date compared to industry best practices." — GM, Midstream Logistics Co.; "Independents will do everything they can to maximize pipeline utilization. Integrated players are more concerned about delivering proprietary crude to their refineries even if it means operating an under-utilized pipeline." — Former Pipeline VP, Major Energy Co.; "Refiners tend to trust and partner with third-party midstream players rather than risk exposing trade secrets by utilizing a competitor's terminal." — GM, Midstream Logistics Co."

"In the course of auditing our consolidated financial statements as of and for the years ended 2020 and 2019, we and our independent registered public accounting firm identified material weaknesses in our internal control environment driven by (i) our technology access related environment and change control processes not supporting an efficient or effective internal control framework, (ii) lack of documented policies and procedures in relation to our business processes and entity level controls as well as lack of evidence of performing controls and (iii) inadequate segregation of duties. — Oatly IPO Prospectus"