Callouts & quotes from 19+ activist slides

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

""Hess's near-term strategic outlook is fairly clear-cut: the company must improve. [Hess] will need to regain project management credibility after disappointing results..." — Bank of America (January 6, 2004); "Having lagged the recent rebound in the sector—adding to what has been long-term secular underperformance..." — Goldman Sachs (December 9, 2003); "We believe Hess had four issues it needed to overcome: Top management was not as strong as at its competitors; E&P asset base was very mature and short-lived; Balance sheet was weak; Capital discipline was expressed in words, but not practiced in actions." — Goldman Sachs (December 9, 2003); "Will perpetual restructuring mode ever end?" — Goldman Sachs (October 14, 2003); "Hess released another quarter of disappointing earnings...While offshore development delays are not uncommon for large oil and gas projects, Hess has consistently disappointed the market with operational performance over the past several quarters." — Bank of America (July 29, 2003); "[Hess] a company that we consider the most fundamentally flawed E&P or integrated in our investment grade universe... Unfortunately, these days a lack of astoundingly bad news is cause for celebration!" — Morgan Stanley Credit Research (May 1, 2003); "With below cost of capital ROACE, high upstream costs, and strategic impediments due to recurring high debt levels, we believe the Hess shares should continue to trade at a material discount vs. the integrated peer group. Moreover...we remain unconvinced that the company's planned upstream growth will lead to improved profitability and returns." — UBS Warburg (April 30, 2003); "The burden of high debt levels and low returns, with abandoned targets and a weak near-term production profile, leaves the management in need of reestablishing credibility and share price performance." — Deutsche Bank (April 8, 2003); "The material erosion of shareholder equity so soon after the completion of these two acquisitions is a clear disappointment... [It] also must raise questions as to the acquisition due diligence process within Hess...We believe investors' confidence in the company has been materially undermined..." — UBS Warburg (February 3, 2003)"

""Investors in PFE have been battered twice in the last 2 weeks - the first came with danuglipron's failure (oral GLP1),the second with the new guidance. No doubt there was an element of capitulation... In other words, despite a year of major underperformance, it's hard to say PFE's a "buy." Some credibility has been lost, and the near-term catalyst path is not a strong one." — Wolfe, December 14, 2023; "Given the high number of questions we have received on EPS and margin dynamics and the implications for 2025 results, we do not see today's update as a clearing event. Today's update essentially should provide a floor on COVID estimates and EPS, in our view. However, there remains a significant amount of uncertainty on what is driving 2024 margins & EPS so low (i.e. whether this is due to depressed COVID guidance or there is an issue with the core business margins, or a mix of both). And based on our conversations, we expect that investors will have a hard time stepping into the story until they gain further clarity." — JP Morgan, December 13, 2023; "But we don't have much conviction in the outlook, making it tough to pound the table even from these levels... Level Of Confidence In Management - Our confidence is not the highest for several reasons. PFE provided guidance on many parameters but in retrospect much of it is proving to have been too optimistic, is no longer supported, and resulted in two reductions in guidance in 2023. We were not fans of the Seagen acquisition from the start, given that each of the key assets has associated questions, making the outlook less than clear, particularly given the price paid." — TD Cowen, January 4, 2024"

""Investors in PFE have been battered twice in the last 2 weeks - the first came with danuglipron's failure (oral GLP1),the second with the new guidance. No doubt there was an element of capitulation... In other words, despite a year of major underperformance, it's hard to say PFE's a "buy." Some credibility has been lost, and the near-term catalyst path is not a strong one." — Wolfe, December 14, 2023; "Given the high number of questions we have received on EPS and margin dynamics and the implications for 2025 results, we do not see today's update as a clearing event. Today's update essentially should provide a floor on COVID estimates and EPS, in our view. However, there remains a significant amount of uncertainty on what is driving 2024 margins & EPS so low (i.e. whether this is due to depressed COVID guidance or there is an issue with the core business margins, or a mix of both). And based on our conversations, we expect that investors will have a hard time stepping into the story until they gain further clarity." — JP Morgan, December 13, 2023; "But we don't have much conviction in the outlook, making it tough to pound the table even from these levels... Level Of Confidence In Management - Our confidence is not the highest for several reasons. PFE provided guidance on many parameters but in retrospect much of it is proving to have been too optimistic, is no longer supported, and resulted in two reductions in guidance in 2023. We were not fans of the Seagen acquisition from the start, given that each of the key assets has associated questions, making the outlook less than clear, particularly given the price paid." — TD Cowen, January 4, 2024"

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

"“...[Huntsman] trades at a relatively discounted valuation vs. peers as shares have lagged the group YTD. While we see these characteristics as favorable, in the context of HUN’s margins and FCF generation that we view as low relative to peers, we see this underperformance as fair...” — Wolfe Research, June 2021; “Huntsman is unlikely to trade at hybrid/diversified chemical multiples. We attribute this primarily to differences in margins and thus the market's perception of the degree of specialization of the company's products. From a segment or portfolio mix perspective it is not self evident that Huntsman meaningfully differs from diversified chemical peers Celanese or Eastman...Not withstanding our view that Huntsman has meaningfully improved its earnings stability and margin structure over the last few years, the company's margin remains well below that of hybrid/diversified peers such as Celanese and Eastman...” — Morgan Stanley, September 2020; “We feel part of the issue is that HUN’s cost structure has not changed as dynamically as its revenue...the elevated cost structure is dampening margins and impeding free cash flow conversion.” — BofA Securities, June 2020; “On cash conversion, we remain skeptical. Free cash flow conversion from Adj. EBITDA for Huntsman has historically lagged, as sizeable restructuring efforts and capital investments have hindered cash flow...We believe the market needs to see a longer track record of solid cash generation before fully underwriting a structural change in the company's cash flow profile...” — Barclays, October 2018"

""The story of the quarter is one of service revenue miss as it was essentially flat on a year-over-year basis. Our core offerings were affected primarily by channel disruption associated with cloud adoption. We did see some spending pull back late in the quarter and then we saw some underperformance in the U.K. So we're trying to be very transparent here to tell you why the miss." — CEO Shirley Singleton; "Total gross margin in the third quarter of 2016 was 35% compared to 38% in the year ago quarter, while gross margin related to service revenue in the third quarter of 2016 was 37% compared to 40% in the third quarter of 2015. The year-over-year change in both total gross margin and service gross margin during the third quarter of 2016 were primarily attributable to the current year increase in project and personnel cost and a decline in the software revenue margin contribution due to the change in the comparative quarterly software revenue mix." — CFO Tim Oakes; "Net income for the third quarter of 2016 was $43,000 or $0.00 per diluted share compared to net income of $1 million or $0.08 per diluted share during the third quarter of 2015. The change in periodic net income is in large part attributable to the previously discussed flat year-over-year third quarter 2016 service revenue combined with the increases in projects and personnel costs." — CFO Tim Oakes"

""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"

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

"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)."

""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"

"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"

"“My question is really on the sum of the parts discount in the stock... I think it's fair to say the most diversified refiner in the space, and you combine that with some stock underperformance over the past decade. So I guess I'm a little surprised that there's not more talk about potentially looking at selling some refineries or simplifying the business overall. And really, my question is just on how do you plan to monetize the sum of the parts discount?” — TPH&Co., November 9, 2022"

""My question is really on the sum of the parts discount in the stock... I think it's fair to say the most diversified refiner in the space, and you combine that with some stock underperformance over the past decade. So I guess I'm a little surprised that there's not more talk about potentially looking at selling some refineries or simplifying the business overall. And really, my question is just on how do you plan to monetize the sum of the parts discount?" — TPH&Co., November 9, 2022"

""My question is really on the sum of the parts discount in the stock... I think it's fair to say the most diversified refiner in the space, and you combine that with some stock underperformance over the past decade. So I guess I'm a little surprised that there's not more talk about potentially looking at selling some refineries or simplifying the business overall. And really, my question is just on how do you plan to monetize the sum of the parts discount?" — TPH&Co., November 9, 2022"

""You can't judge us on a one-year basis. You have to do it over the long term." — John Hess, Chairman & CEO Hess, January 2010; "There is no hiding place for underperformance." — Rodney Chase, Shareholder Nominee, Former Deputy CEO BP, May 2005"

"Phillips 66’s (NYSE: PSX) CEOs reaped an eye-popping $140M from 2020-2024—despite ongoing stock and operating underperformance and missed cost targets. Why are shareholders footing the bill for big CEO paydays in the face of lackluster returns?"

"Peltz or Trian involvement on boards resulted in TSR underperformance versus the S&P 500 in ~68% of cases. — VoteDisney.com, 02/28/24"

"Peltz or Trian involvement on boards resulted in TSR underperformance versus the S&P 500 in ~68% of cases. — VoteDisney.com, 02/28/24"