Pershing Square Activist Presentation Deck
Allergan's Board is Characterized by Long Tenures,
Low Stock Ownership, and Weak Governance
Name
Shareholder proposal passed at
2014 AGM to separate
CEO/Chairman roles
David E.I. Pyot
Michael R. Gallagher
Deborah Dunsire, M.D.
Trevor M. Jones, Ph.D.
Louis J. Lavigne, Jr.
Peter J. McDonnell, M.D.
Timothy D. Proctor
Russell T. Ray
Henri A. Termeer
Source
(1)
Title
I
ICEO/Chairman
I
Lead Director
Director
Director
Director
Director
Director
Director
Director
Board
Tenure (Y) Age
Lengthy tenure may impact
independence and
objectivity
16
16
10
9
1
0
60
68
51
71
65
55
64
66
68
Shares Held
Committees
Shares
Audit / Corp. Org. & Sci. &
(000's) % 0/S Finance Gov. Comp. Tech.
T
I
1
T
1
234.2
39.2
38.0
1
7.51
20.0
5.61
5.6
27.2
1
I
251
<0.1%
<0.1%
<0.1%
<0.1%
-0.1%
-0.1%
<0.1%
<0.1%
<0.1%
No "skin in the game",
limited alignment with
investors
M
M
M
с
CH
T
M
[1
M
C
M
M
M
M
C
M
M
% Votes
91.4%
66.7%
95.0%
88.5%
94.9%
88.3%
94.0%
94.2%
95.0%
Members of Corporate Governance
Committee received lower than average
shareholder support at the 2014 AGM
2014 AGM
ISS Rec.
FOR
FOR
FOR
AGAINST AGAINST
FOR
FOR
FOR
FOR
M²
FOR
GL Rec.
FOR
FOR
AGAINST!
FOR
AGAINST
FOR
FOR
FOR
Name te tenure, age and committees per Allergan's proxy statement filed with the SEC March 20 2014 Shares held per FactSet 55 recommendation per Apel 23, 2014 155 report Glass Lewis recommendation per Apri
13, 2014 Guss Lewis report and vote results per Alergan's Form 8-K fed with the SEC May 9. 2014
155 recommended AGAINST the re-election of Mr Gallagher at the 2014 AGM for failing as Corporate Governance and Compliance Committee Chair to fully implement a shareholder proposal that received majority support
at the 2013 AGM to amend the corporate charter to allow shareholders to act by written consent Athough the Board did indude such a proposal at the 2014 AGM #included a restriction imting agenda tems and a
requirement that 25 percent of the outstanding shares are required to request a record date
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