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IRIDIAN
IRIDIAN ASSET MANAGEMENT LLC
20 Horseshoe Road
Darien, CT 06820-2421
Tel: 203-341-7800
Fax: 203-341-7802
www.iridian.com
BROCHURE
(Part 2A of SEC Form ADV)
March 5, 2026
Updated April 23, 2026
This Brochure provides information about the qualifications and business practices of
Iridian Asset Management© LLC. Iridian Asset Management LLC is an investment adviser
registered with the United States Securities and Exchange Commission (the “SEC”).
Registration of an investment adviser does not imply a certain level of skill or training.
We strongly encourage you to read this Brochure carefully and thoroughly.
If you have any questions about the contents of this Brochure, please contact us at 203-
341-7800. The information in this Brochure has not been approved or verified by the SEC
or by any state securities authority.
Additional information about Iridian Asset Management LLC also is available on the
SEC’s website at www.adviserinfo.sec.gov.
Material Changes
The following is a discussion of material changes since our last Annual Updating Amendment
dated March 19, 2025:
There are no material changes to report since our last Annual Updating Amendment.
Special Notice Relating to Pooled Investment Vehicles
Iridian Asset Management LLC acts as investment adviser to various pooled investment
vehicles structured as Delaware limited partnerships (generally referred to in this Brochure
as a “Fund” or “Funds”).
This Brochure contains certain limited information about these Funds. For a full
description of a specific Fund, including the particular investment strategy employed, risk
factors, investor qualifications, and fees and expenses, please refer to that Fund’s
confidential offering memorandum. Investment in a Fund can be made only by a
subscription agreement.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026; Updated April 23, 2026
ADDITIONAL IMPORTANT INFORMATION
FOR RESIDENTS OF SELECT CANADIAN PROVINCES
Residents of Alberta are advised that Iridian Asset Management LLC (“Iridian”) is not registered in
your local jurisdiction to provide the advice described in the registration exemption set forth in
Section 8.26(3) of National Instrument 31-103 (the “International Adviser Exemption”).
Iridian’s head office and principal place of business is located in the United States of America at
the following address:
55 Post Road West
2nd Floor
Westport, CT 06880-4704
USA
All of Iridian’s assets are situated outside of Canada.
You could potentially encounter difficulty enforcing legal rights against Iridian for the reasons
stated above.
The name and address of Iridian’s agent for service of process in each local jurisdiction is as follows:
Alberta:
Robert Hagerman, Gowling WLG (Canada) LLP
1600, 421 - 7th Avenue SW
Calgary, Alberta T2P 4K9
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
FOR RESIDENTS OF THE UNITED KINGDOM
Presentation material (“Presentation”) accompanying this Brochure is being furnished to you on a
confidential basis and may not be reproduced or disseminated in whole or in part without the prior
written consent of Iridian Asset Management LLC (“Iridian”).
A Presentation is being issued in the United Kingdom by Iridian to, and/or is directed at, persons
to or at whom it may lawfully be issued or directed under the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (“FPO”), including under Article 19 of the FPO which
applies to persons who are authorized under the Act (“authorized persons”) and certain persons
having professional experience in matters relating to investments, and Article 49 of the FPO which
applies to high net worth companies, high net worth unincorporated associations or partnerships,
and trustees of high value trusts (all such persons together, “relevant persons”). Any services or
products referred to in a Presentation are only available in the United Kingdom to relevant persons
and this Presentation must not be relied or acted upon by any persons in the United Kingdom
other than relevant persons.
The content of any Presentation has not been approved by an authorized person, however it is
exempt from the general restriction in Section 21 of the Act on the communication of invitations
or inducements to engage in investment activity on the grounds that it is being issued to and/or
directed only at relevant persons.
Any Presentation is for informational purposes only and does not constitute investment advice or
an inducement or incitement to participate in any product, offering or investment. No
representation or warranty is made as to the accuracy or completeness of the information contained
herein for any purpose.
Past performance should not be viewed as indicative of future results and nothing contained in any
Presentation shall be deemed to be a prediction of future performance or that any portfolio
managed by Iridian (or any of its affiliates) will be able to achieve its investment objectives or avoid
losses.
Certain information contained in any Presentation may constitute “forward-looking statements,”
which can be identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,”
“project,” “estimate,” “intend,” “continue,” “target,” or “believe,” (or the negatives thereof) or
other variations thereon or comparable terminology. Due to various risks and uncertainties, actual
events or results or actual performance of Iridian or any particular investment product may differ
materially from those reflected or contemplated in such forward-looking statements. As a result,
prospective investors should not rely on such forward-looking statements in making their
investment decisions.
Iridian does not undertake an obligation to update the information contained in any Presentation
at any time after the date(s) indicated thereon.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Table of Contents
Advisory Business...................................................................................................... 1
Brief Description of Our Firm.................................................................................. 1
Principal Owners ...................................................................................................... 1
Types of Advisory Services-Discretionary ................................................................. 1
Assets Under Management ....................................................................................... 2
Fees and Compensation ............................................................................................ 2
Separate Accounts .................................................................................................... 2
Funds ....................................................................................................................... 2
Other Advisory/Sub-Advisory Relationships ............................................................ 2
Commissions and Other Charges ............................................................................. 2
Billing and Payment .................................................................................................. 3
Fee Schedule and Minimum Account Size ................................................................ 4
Performance-Based Fees and Side-By-Side Management ..................................... 5
Types of Clients ......................................................................................................... 6
Methods of Analysis, Investment Strategies and Risk of Loss .............................. 7
Mid-Cap Equity Strategy/U.S. Equity Strategy (together “Mid-Cap
Equity Strategy”) ...................................................................................................... 7
Equity Funds ............................................................................................................ 9
Material Risks ......................................................................................................... 10
Disciplinary Information .......................................................................................... 11
Other Financial Industry Activities and Affiliations .............................................. 11
Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading ..................................................................................................... 12
Summary of Iridian’s Code of Ethics ...................................................................... 12
Participation or Interest in Client Transactions and Personal Trading ..................... 14
Principal or Agency Cross Securities Transactions .................................................. 14
Brokerage Practices ................................................................................................. 15
Selection of Brokers ............................................................................................... 15
Research and Other Soft Dollar Benefits ................................................................ 16
Directed Brokerage ................................................................................................ 18
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Client Trade Aggregation ........................................................................................ 19
Review of Accounts ................................................................................................. 22
Client Referrals and Other Compensation ............................................................ 22
Custody .................................................................................................................... 23
Separately Managed Accounts ................................................................................ 23
The Funds .............................................................................................................. 23
Investment Discretion ............................................................................................. 24
Voting Client Securities .......................................................................................... 24
Summary of Iridian’s Proxy Voting Policies ............................................................ 24
Summary of Iridian’s Proxy Voting Guidelines ....................................................... 26
Financial Information ............................................................................................. 29
Iridian’s Privacy Notice .......................................................................................... 30
Item 19. Requirements for State-Registered Advisers.
Iridian Asset Management LLC is registered with the SEC. It is not registered with any
state securities authority. Thus, the information required by Form ADV, Part 2A, Item
19 – “Requirements for State-Registered Advisers” is not applicable.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Advisory Business
Brief Description of Our Firm
Iridian Asset Management LLC (“Iridian”) is a Delaware limited liability company organized on
November 8, 1995. Iridian registered with the SEC as an investment adviser pursuant to the
Investment Advisers Act of 1940, as amended (the “Advisers Act”) on December 5, 1995 and
commenced advisory operations on March 29, 1996. On that date, Iridian succeeded to the
investment management business of Arnhold and S. Bleichroeder Capital, a division of Arnhold
and S. Bleichroeder, Inc., which had been in business since 1991.
Principal Owners
Effective January 1, 2022, ownership and control of Iridian was transferred from the firm’s
founders to a broad-based team of senior investment and management personnel led by Todd
Raker, Chief Executive Officer and Portfolio Manager.
Karcub LLC, a Delaware limited liability company, owns 27.9% of Iridian and is Iridian’s
managing member. Karcub LLC is 100% owned and controlled by Todd D. Raker,
Iridian’s Chief Executive Officer and Mr. Raker’s family trust.
Iridian Employee Holdings LLC, a Delaware limited liability company, is the entity
through which a team of senior investment and management personnel own the
remaining 72.1% of Iridian. Karcub LLC is Iridian Employee Holdings LLC’s managing
member.
Types of Advisory Services-Discretionary
Iridian specializes in the active management of mid-cap U.S. equity long only portfolios.
Iridian also manages alternative long/short strategies that may invest in equities of any
market capitalization, private investments and investments in non-equity investment
instruments including fixed income and derivative securities.
The Firm will manage client accounts according to one of these investment strategies. A
client may suggest certain guidelines and objectives for the management of its account.
The Firm provides investment management services to its clients on a discretionary basis.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 1
The Firm will not consider any other securities, cash or investments owned by a client
when managing a client’s assets. Iridian will not consider a client’s financial circumstances
or investment objectives outside of Iridian’s area of active equity management.
Assets Under Management
As of December 31, 2025, the Firm managed $280,161,820 in client assets on a
discretionary basis.
Fees and Compensation
Separate Accounts
Iridian is compensated for its advisory services by charging a fee that is based on a
percentage of assets under management. Upon request, Iridian also charges a fee that is
based upon the performance of a client’s account. The specific manner in which fees are
charged is established in a client’s written agreement with Iridian. In certain
circumstances, fees and account minimums for separate account management may be
negotiable.
Funds
The Firm acts as investment adviser to various Funds. The Firm is compensated for its
advisory services by charging a fee that is based on a percentage of assets under
management. The General Partner of a Fund also may charge a fee that is based upon the
performance of the Fund. For a full description of the fees and compensation for any
particular Fund, please refer to that Fund’s confidential offering memorandum.
Other Advisory/Sub-Advisory Relationships
Iridian provides discretionary investment advisory services to an Undertakings for
Collective Investment in Transferable Securities (UCITS) Fund. All fees paid to Iridian by
this investment vehicle are separate from the fees and expenses charged to investors by
those investment vehicles. A complete explanation of these fees and expenses is contained
in the prospectus or informational brochure for this investment vehicles.
Commissions and Other Charges
Iridian’s fees are exclusive of brokerage commissions, transaction fees, and other related
costs and expenses which may be incurred by the client. Clients may incur certain charges
imposed by custodians, brokers and other third parties. Mutual funds and exchange traded
funds which may be purchased by Iridian also charge internal management fees which
are disclosed in a fund’s prospectus. These third-party charges, fees and
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 2
commissions are exclusive of, and in addition to, Iridian’s fee. Please see the section
“Brokerage Practices” for additional information about the factors that Iridian considers
in selecting or recommending broker-dealers for client transactions and determining the
reasonableness of their compensation (e.g., commissions).
Billing and Payment
The Firm may change its fee structure at any time. All invoices are due promptly upon
receipt.
Clients whose assets are managed in separate accounts are billed for any fees incurred.
Management fees and performance allocations of a Fund will be deducted from the assets
of the Fund.
Generally, a client will be invoiced quarterly, in arrears, based upon the average of the
month-end values of the client’s account during the previous quarter. Generally, quarterly
fees will be pro-rated by adjusting a client account’s month end value if the net
deposit/withdrawal transactions on any day, or any series of days, within a month exceed
5% of the account’s month opening balance.
Fees for partial quarters will be calculated on a pro-rata basis.
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Page 3
Fee Schedule and Minimum Account Size
The following table sets forth the Firm’s fee schedule and minimum account size for its Separate
Accounts and Funds that actively seek new clients.
Separate Accounts:
Name of Product
Base Fee, Based on Assets Under
Management (“AUM”)
Performance
Fee?
Minimum
Account
Size
Mid-Cap Product
No
$10,000,000
1.00% on the first $50 million of AUM;
0.75% on the next $50 million; and
0.55% on the amount over $100 million.
Funds:
Name of Entity
Minimum
Investment
Base Fee, Based on Assets
Under Management
(“AUM”)
Performance
Fee or
Special
Allocation?
1.00% of AUM
No
$1,000,000
Iridian Private Business Value
Equity Fund, LP
Iridian Eagle Fund, LP
.25% of AUM
Yes
$1,000,000
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Page 4
Performance-Based Fees and Side-By-Side Management
A client which maintains an account separately managed by Iridian and which meets
certain qualification standards may negotiate a fee based upon Iridian’s investment
performance (a “Performance-Based Fee”) and will only be charged in accordance with
certain regulatory guidelines.
Investors in certain Funds advised by the Firm will be charged a Performance-Based Fee
which, if earned, will be allocated and paid to the Fund’s general partner which is an entity
wholly owned by Iridian.
Under a Performance-Based Fee arrangement, a client will agree to pay a percentage of
profits earned during a specified time period. The time period over which the
Performance-Based Fee is calculated will be negotiated with each client. Typically, the
time period is one year.
Under a Performance-Based Fee arrangement, the Firm may receive increased
compensation with regard to unrealized appreciation as well as realized gains in a client’s
account. This may create an incentive for the Firm to make riskier or more speculative
investments than would be made under a different fee arrangement. The potential for
higher fees resulting from performance-based fee arrangements also may create an
incentive for the Firm to favor such arrangements over those accounts that do not have
such an arrangement.
Iridian seeks to minimize any potential conflicts primarily by managing all client accounts
invested in a particular strategy in the same manner. This is achieved by allocating
appropriate securities in a fair and equitable manner across client accounts within a given
strategy without regard to any particular fee structure. Iridian employs an automated order
management system which allocates securities among client accounts in a particular
strategy on a pro-rata basis. In addition, Iridian has written trade allocation policies and
procedures, and an ongoing monitoring plan.
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Types of Clients
The Firm provides (or has provided and seeks to provide) investment advice to the
following types of clients:
• High net worth individuals
• Foundations and endowments
• Registered investment companies
• Pension and profit-sharing plans
• Trusts, estates, or charitable organizations
• Corporations and other business entities
• State and local municipalities
• Undertakings for Collective Investment in Transferable Securities (UCITS) Funds
•
Insurance companies
• Other investment advisers
• Pooled investment funds structured as limited partnerships of which a wholly
owned entity of Iridian acts as the general partner
An investor in a Fund must meet certain criteria as set forth in the subscription documents
relating to that Fund. No investment into any of the Funds may be made unless all
subscription documents have been accepted by the general partner of each Fund and/or
such Fund’s third-party administrator, if applicable.
The Firm has established a minimum account or investment size for its various products.
Please see the table under the section “Fees and Compensation.”
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Methods of Analysis, Investment Strategies and Risk of Loss
In this section, we discuss generally the investment philosophy and process we employ,
and the material risks of investing, in our various portfolios and products.
Mid-Cap Equity Strategy/U.S. Equity Strategy (together “Mid-Cap Equity Strategy”)
“Mid-Cap Equity” is the name of the strategy used within the U.S. Outside of the U.S.
the strategy is referred to simply as “U.S. Equity.”
Philosophy
Investing in “corporate change” is the cornerstone of Iridian’s Mid-Cap Equity Strategy
investment philosophy. We believe that while markets are generally efficient in
determining value, they regularly fail to discount the long-term strategic and investment
implications of dramatic structural change in a company or industry. This process of
change can result not only in a significant transformation in the financial performance of
a company, but also in the way a company is perceived and hence valued by the market.
Our goal is to tap into “corporate change” opportunities before they are fully recognized
or valued by the market.
Process
Our two-step stock-selection process is disciplined, bottom-up, and value-based, and uses
mostly in-house generated fundamental research to identify companies undergoing
“corporate change” and generating large amounts of free cash flow. We do not rely on
the quantitative screens used by most conventional equity managers to develop a universe
of potential stock candidates; rather “corporate change” is our screen. The two steps we
use to identify and value potential investment opportunities are as follows:
Step 1: Establish an Investment Premise
The first step in our process is identifying companies undergoing corporate change. We
research a company when an investment premise or event indicates that a catalyst exists
that could create investment value. Examples of frequent catalysts are highlighted in the
following diagram:
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Step 2: Establish an Economic Valuation
Our valuation process emphasizes two key factors. First, we focus on free cash flow
generation. Second, we value a company as if we were acquiring the entire business.
The valuation techniques we use are truly traditional; they are grounded in long-standing
corporate finance principles that are more often used by private equity and mergers and
acquisition professionals when evaluating a company. Our research is based primarily on
the review of publicly available documents filed with the SEC and interviews with
management, competitors and customers. Numerous visits to a company and meetings
with its principal officers are an integral part of a thorough review of the company’s
operating and financial conditions.
Reflecting our bottom-up fundamental analysis of companies, the sector and industry
weightings of our portfolios are exclusively a by-product of our stock-selection process
and our portfolio managers’ conviction. Ultimately, stock selection is the investment
decision that adds most value to clients’ portfolios.
Investment Guidelines for Separate Accounts in the Mid-Cap Equity Portfolios
Unless otherwise restricted in writing by a Client, Iridian generally will follow the
following investment guidelines for portfolios managed as separate accounts in the Mid-
Cap Equity Strategy:
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Page 8
• Client accounts typically will be invested in 40 to 60 equity securities.
• Client accounts are normally expected to be fully invested but cash equivalents
may be held for defensive purposes or to augment returns. Although no limit is
placed on the amount of cash equivalents that a portfolio may hold, Iridian is
expected to inform the Client if the allocation to bonds and cash equivalents
exceeds 10% of the market value of the portfolio at the end of any month.
•
Iridian anticipates individual equity holdings at time of purchase generally will not
exceed 5% of the portfolio.
Iridian anticipates that the market capitalization of the portfolio companies at the time of
purchase generally will be within the market capitalization range of the Russell ™ Midcap
Index at the time of purchase.
The Mid-Cap Equity Strategy will not sell securities short, buy securities on margin, buy
non-marketable securities, borrow money or pledge assets, or buy or sell uncovered
options, derivative securities, commodities, or currencies.
Investment guidelines may vary depending on market conditions or in periods of extreme
financial crisis.
Equity Funds
We discuss generally the methods of analysis and investment strategies of the following
Funds that actively seek new clients:
•
•
Iridian Private Business Value Equity Fund, L.P.
Iridian Eagle Fund, LP
For a full description of a specific Fund, including the particular investment strategy
employed, guidelines, risk factors, investor qualifications, and fees and expenses, please
refer to that Fund’s confidential offering memorandum. Investment in a Fund can be
made only by a subscription agreement.
Iridian Private Business Value Equity Fund, L.P.
The investment philosophy, process and guidelines for the Iridian Private Business Value
Equity Fund, LP is similar to that employed by Iridian in managing its Mid-Cap Equity
Strategy as set forth above in this section.
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Page 9
Iridian Eagle Fund, LP
The investment philosophy and process of the Iridian Eagle Fund, LP (“Eagle Fund”) is
similar to that employed by Iridian in managing its Mid-Cap Equity Strategy as set forth
above in this section although the Eagle Fund may invest in a broader range of market
capitalizations, may invest in derivative, fixed income and private placement securities
and may employ various hedging techniques.
Material Risks
General
An investment in securities involves risks, including the risk that the entire amount
invested may be lost.
Past performance is not indicative of future results.
Equity portfolios primarily include long positions in equity securities of U.S. listed
companies. Equity securities fluctuate in value in response to many factors, including,
among others, the activities and financial condition of individual companies, the business
market in which individual companies compete, industry market conditions, interest rates
and general economic environments. In addition, events such as the domestic and
international political environments, terrorism and natural disasters, may be unforeseeable
and contribute to market volatility in ways that may adversely affect investments made by
Iridian.
Portfolios may take positions in the equity securities of companies with small- to medium-
sized market capitalizations. These stocks, particularly small-capitalization stocks, may
involve higher risks in some respects than do investments in securities of larger
companies.
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Portfolios may take positions in the securities of foreign companies. Foreign investments
face the potential of heightened illiquidity, greater price volatility and adverse effects of
political, regulatory, tax, currency, economic or other macroeconomic developments.
Material Risks Associated with All Funds
For a full description of a specific Fund, including the particular investment strategy
employed, guidelines, risk factors, investor qualifications, and fees and expenses, please
refer to that Fund’s confidential offering memorandum. Investment in a Fund can be
made only by a subscription agreement.
An investment in any Fund provides limited liquidity. Investor interests are not freely
transferable, and investors generally may only withdraw capital upon providing prior
written notice as detailed in the Fund’s confidential offering memorandum. An
investment in a Fund is suitable only for a sophisticated investor who does not need
liquidity with respect to his/her investment. Transfers of limited partnership interests are
restricted and must comply with applicable securities laws. Thus, an investor will be
subject to significant restrictions on his/her ability to liquidate his/her investment in the
pooled investment vehicles.
Although Iridian is registered with the SEC, the Funds are not required and do not intend
to register as an investment company under the Investment Company Act of 1940, as
amended (the “Company Act”), and the regulations thereunder and, accordingly, the
provisions of the Company Act will not be applicable.
Disciplinary Information
Iridian is required to disclose all material facts regarding certain enumerated or other legal
or disciplinary events of Iridian or its management that could be material to your
evaluation of Iridian or the integrity of Iridian’s management.
Iridian and its management have no information to disclose applicable to this Item.
Other Financial Industry Activities and Affiliations
Cole Partners LLC, CET Partners LLC and Corstan Associates LLC are wholly owned
entities of Iridian that act as the sole general partner of the various Funds for which Iridian
acts as investment adviser. As such, Iridian is deemed to be affiliated with these Funds.
Iridian or its affiliates may recommend to a client that it consider investing in a Fund.
Employees of Iridian hold limited partnership interests in one or more of the Funds.
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Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading
Summary of Iridian’s Code of Ethics
Iridian’s Code of Ethics (the “Code”) applies to its full-time and part-time employees
(together referred to as “Iridian Personnel”), and covers a variety of topics including, but
not limited to, general principles of conduct, specific trading prohibitions or limitations,
required reporting, confidential treatment of client portfolios, use of material non-public
information and penalties for violations. The following summary highlights certain key
provisions of Iridian’s Code. The complete Code is available to any client or prospective
client upon request.
There are four key principles embodied throughout the Code: (1) The interests of clients
must be paramount; (2) Iridian Personnel may not take inappropriate advantage of their
relationship with Clients; (3) all personal securities transactions of Iridian Personnel
should avoid any actual, potential or apparent conflicts of interest; and (4) Iridian
Personnel must comply with all applicable laws and regulations.
In addition to these key principles, the Code provides for the restriction or limitation on
certain personal securities transactions. For example, Iridian Personnel are prohibited
from (1) investing in initial public offerings, (2) buying or selling securities from or to a
Client other than Client issued securities, and (3) investing in a private offering unless
written consent is given.
Iridian Personnel may not purchase or sell securities appearing on Iridian’s restricted list
or securities in which Iridian has a pending “buy” or “sell” until such order is executed or
withdrawn.
Generally, Iridian Personnel, in addition to the restrictions detailed above, are subject,
under certain circumstances, to blackout periods where they may be prohibited from
trading. Iridian Personnel also may, under certain circumstances, be required to disgorge
profits from any purchase and sale or sale and purchase of a security occurring within a
defined period of calendar days (“short swing profit”).
Some Iridian Personnel securities transactions are exempted from some or all of the above
prohibitions. Some of these “exempted transactions” include, but are not limited to,
certain excluded securities, options contracts on broad based indexes, options strategies,
money market instruments, fixed income securities, exchange traded funds, transactions
executed concurrently with trades executed by Iridian and de minimus security transactions.
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Iridian trades defined as “program trades” will not trigger blackout period restrictions.
Iridian Personnel proposing to engage in personal securities transactions that are not
“exempted transactions” must obtain prior written authorization from Iridian’s Chief
Compliance Officer or designee. All Iridian Personnel must disclose the existence of
those brokerage accounts for which they are “beneficial owners,” as well as any
transactions occurring in such accounts. Iridian Personnel provide both quarterly and
annual certifications of compliance as well as quarterly securities activity reports and
annual securities holdings reports.
Iridian’s Ethics Review Committee is charged with enforcing the Code.
“Outside Persons” include, but are not limited to, corporate executives, securities analysts
and research personnel, brokers and traders as well as Clients, prospective Clients, or any
entity that does business with or on behalf of Iridian. It is permissible in certain
circumstances for Iridian Personnel to be the occasional guest of an Outside Person at a
meal, sporting event, concert, show, golf outing or other entertainment event. It is
prohibited for Iridian Personnel at any time to accept air fare, hotel or other
accommodations, etc. from Outside Persons or to accept personal gifts with a value of
more than $250 in any calendar year from any single Outside Person that does business
with or on behalf of Iridian. Iridian Personnel are prohibited from directing business to
any Outside Person in exchange for any gift including those deemed acceptable. Iridian
Personnel are prohibited from giving or accepting cash gifts or cash equivalents to or
from an Outside Person.
Participation or Interest in Client Transactions and Personal Trading
The Firm may recommend to clients that they purchase interests in a Fund for which the
Firm acts as the investment adviser and for which a wholly owned entity of Iridian acts
as the general partner. Employees of the Firm hold limited partnership or membership
interests in one or more of the Funds.
Confidential offering memorandum for each Fund contains information about the
particular investment strategy employed risk factors, investor qualifications, and fees and
expenses. Investment in a Fund can be made only by a subscription agreement.
The Firm generally does not purchase or sell securities for its own account.
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Employees of the Firm may purchase, sell or hold positions in individual securities that
are purchased, sold or held for any of the Firm’s clients. Employees may take actions in
their personal accounts that are contrary to the actions being taken in client accounts. The
Firm will not be under any obligation to purchase or sell for clients any security that the
Firm, its affiliates or employees may purchase or sell for its or their own accounts.
Principal or Agency Cross Securities Transactions
It is Iridian’s policy that it will not engage in any principal or agency cross securities
transactions for client accounts. Principal transactions are generally defined as
transactions where an adviser, acting as principal for its own account or the account of
an affiliated broker-dealer, buys from or sells any security to any advisory client. A
principal transaction also may be deemed to have occurred if a security is crossed between
an affiliated Fund and another client account. An agency cross transaction is defined as a
transaction where a person acts as an investment adviser in relation to a transaction in
which the investment adviser, or any person controlled by or under common control with
the investment adviser, acts as broker for both the advisory client and for another person
on the other side of the transaction. Agency cross transactions may arise where an adviser
is dually registered as a broker-dealer or has an affiliated broker-dealer.
Iridian may cross trades on a non-agency basis between client accounts in limited
circumstances.
During the course of Iridian’s investment research activities, Iridian may, from time to
time, be introduced to executives and employees of issuers, or referred by such executives
and employees to other individuals, who may individually become clients of Iridian. While
any such personal client relationship may give the appearance of a conflict, Iridian does
not consider such relationship as part of its overall investment analysis of such issuer.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 14
Brokerage Practices
Selection of Brokers
Iridian has engaged Tourmaline Partners LLC (“Tourmaline”) to provide trade execution
services on an outsourced basis. Tourmaline may also provide transaction cost analysis
and other commission reporting services.
Because Iridian’s investment process is rooted in fundamental research, Iridian relies
primarily on qualitative factors in determining the broker or dealers (collectively,
“brokers”) through which trades are executed and the commission rates paid.
Iridian has adopted Trade Management Guidelines and established a Trade Management
Oversight Committee (the “TMOC”) to assist in the effective management of trade
decisions. The Trade Management Guidelines require the use of both qualitative and
quantitative factors to evaluate brokers on a periodic basis. The TMOC attempts to
allocate the projected commission dollars of its clients to brokers upon the basis of the
data derived from the evaluations but will consider facts and circumstances beyond such
evaluations in its analysis. Qualitative factors are scored by Iridian’s portfolio managers,
and analysts and include a full range of brokerage services provided by brokers including,
but not limited to, the quality of research and research services, access to analysts, access
to company management, ability to maintain anonymity, quality of market information,
ability to execute difficult trades and quality of operational capabilities. Quantitative
factors include, but are not limited to, execution price, commission costs and other market
impact costs.
Under SEC rules, both Iridian and Tourmaline are obligated to seek the most favorable
transaction terms for a customer that is reasonably available under the circumstances.
This does not necessarily mean paying the lowest possible commission rate. Iridian
personnel will send trade orders to Tourmaline which will either 1) exercise full discretion
and execute the trade with a broker of their choosing or 2) execute a trade with a broker
as directed by Iridian.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 15
Research and Other Soft Dollar Benefits
Iridian believes it is important to its investment decision-making process to have access
to research services and other brokerage related services.
The research Iridian receives may be both in the form of proprietary research (created or
developed by the broker) and research created or developed by a third party.
It may not be Iridian’s practice to negotiate “execution only” commission rates and
brokers may combine the costs of their proprietary research services with the costs of
securities execution services in the form of a “bundled” commission rate. Thus, the client
may be deemed to be paying for research services provided by the broker which are
included in the commission rate.
Because brokers may combine the costs of their proprietary research services with the
costs of securities execution services in the form of “bundled” commission rates it may
be difficult to quantify the costs of these research services.
In some cases, Iridian may pay either non-executing brokers or other third parties for
their research services or brokerage related services from pools of research dollars
accumulated with brokers that have been generated by client commissions. These types
of arrangements are commonly referred to as Commission Sharing Arrangements. The
costs of these research services are generally quantifiable. In other cases, research services
are generated by independent third parties but are provided to Iridian by or through
brokers not affiliated with the third party research provider. The costs of these research
services are generally quantifiable.
Generally, research services provided by brokers may include information on or
pertaining to:
the economy
industries or groups of securities
individual companies
statistical information
legal and accounting interpretations
•
•
•
•
•
• political or legal developments, affecting portfolio securities or industries
•
technical market action
• pricing and appraisal services
• credit analysis
• portfolio risk measurement analysis
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 16
• company performance analysis
The following types of products and services were acquired with client brokerage
commissions (or markups or markdowns) within Iridian’s last fiscal year or may be
acquired in the future:
• news and quotation services
•
financial databases and information services
•
research software and databases
• portfolio risk analysis software
• publications and written reports
• customized security or industry specific research and analysis
•
•
•
telephone contacts and personal meetings with security analysts
telephone contacts and personal meetings with industry experts, and corporate
executives
telephone contact and personal meetings with economists, academicians,
consultants and government representatives
software to route orders to market centers
software used in the analysis of trading costs
software used to enhance the portfolio management process
• environmental, social and governance issues (ESG)
•
•
•
• connectivity and services related to the execution, clearing and settlement of
securities transactions
Iridian obtains a benefit from the use of client brokerage commissions (or markups or
markdowns) to obtain research or other products or services because Iridian does not
then have to bear the cost of such products or services. As a result, Iridian may have an
incentive to select or recommend a broker based upon its interest in receiving research or
other products or services, rather than on a client’s interest in receiving the most favorable
price.
Research services may be used in servicing all Iridian clients, and not just those clients
whose commissions enabled Iridian to obtain the research. Iridian does not seek to
allocate soft dollar benefits to client accounts proportionately to the soft dollar credits the
accounts generate. As described above, Iridian’s TMOC evaluates the full range of
services made available by brokers including any proprietary research services which may
be provided.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 17
Iridian’s Client Commission Arrangement Committee ensures that the firm’s client
commission arrangements with third parties remain within the safe harbor of Section
28(e) of the Securities and Exchange Act of 1934. The Client Commission Arrangement
Committee is responsible for overseeing Iridian’s third party research arrangements.
On an annual basis, the Client Commission Arrangement Committee attempts to
determine the amount of commissions to be budgeted for third party research and
brokerage related services, the brokers to which those commissions will be directed and
the research services and brokerage related services to be obtained. These commission
budgets are used as targets and not absolute requirements and may be modified
throughout the course of any given year. Iridian does not make binding commitments as
to the level of brokerage it will allocate to a broker.
The Client Commission Arrangement Committee meets on an annual basis to review third
party research arrangements, levels of commissions paid for these arrangements, whether
the research provides legitimate assistance in Iridian’s investment decision- making
process and any other relevant information pertaining to client commission arrangements
for third party research and brokerage related services.
Directed Brokerage
A client may instruct Iridian to direct execution of some transactions through a broker
designated by the client (a “Directed Broker”). When effecting block orders on behalf of
its clients, Iridian attempts, when circumstances are appropriate, to include transactions
with Directed Brokers in the blocked order as detailed below. In such transactions, Iridian
may direct the executing broker to transfer, or “step out,” that client’s portion of a
blocked order to the Directed Broker. If this does not occur, the order for the Directed
Broker will be effected through the Directed Broker, after the transaction has been
effected for the block order, and the cost of the transaction may be greater. Alternatively,
Iridian may choose to pay commissions to Directed Brokers through a Commission
Sharing Arrangement wherein the Directed Broker is paid from pools of research dollars
accumulated with executing brokers that have been generated by client commissions.
If a client directs Iridian to use a particular broker, it should be understood that, under
those circumstances, Iridian will not have the authority to negotiate commissions or to
obtain volume discounts, and best execution may not necessarily be achieved.
Additionally, as a result of directing Iridian to use a particular broker, a disparity in
commission charges may exist between the commissions charged to clients who direct
Iridian to use a particular broker or dealer and those clients who do not. This disparity
in commission charges may result in increased costs to the client.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 18
Iridian does not guarantee that it will meet any suggested directed brokerage targets.
Client Trade Aggregation
Iridian will act in a fair and reasonable manner in allocating investment opportunities
among client accounts for which orders are aggregated and other accounts managed by
Iridian. In furtherance of this, Iridian will evaluate whether and to what extent a client
account should participate in a particular investment opportunity based on a variety of
factors, which may include without limitation the investment guidelines, the funds in the
account available for investment at any particular time, the nature of the opportunity in
the context of the account’s other positions at the time, the liquidity of the investment
relative to any liquidity guidelines set forth in the investment guidelines, the transaction
and borrowing costs involved, and the tax consequences, if any, of the investment for the
account.
Generally, Iridian will trade in blocks of securities composed of assets from multiple
clients’ accounts. In those cases, transaction costs are shared equally and on a pro-rata
basis among all accounts included in any such block. Iridian believes that block trading
generally allows the execution of equity trades in a more timely, efficient and equitable
manner and reduces the overall transaction costs to clients, although these results cannot
be assured.
Generally, trades will be allocated on a pro-rata basis across a particular investment
strategy. From time to time an order for the same security may be placed for more than
one investment strategy. Generally, should these orders be placed simultaneously or
within a reasonably short time of each other, they will be transmitted to a broker as a
single order and be allocated on a pro-rata basis across all participating investment
strategies. Client accounts may receive no allocation in those instances where there occurs
a de-minimus partial fill and it is determined that an allocation to a particular account
would be immaterial relative to the overall assets of the account.
From time to time orders for the same security but placed for different investment
strategies may be entered at different times during a particular trading day. In these
circumstances, if the trade entered first for a particular strategy is filled in its entirety, that
trade will be closed out and allocated pro-rata among the participating accounts for that
particular strategy. The later trade, entered for a different strategy, will be treated as a
separate and distinct transaction and, when filled, will be allocated pro-rata among the
participating accounts for that strategy.
In the event that a trade entered first for a particular strategy has not been filled in its
entirety prior to a second order for the same security being entered for a different strategy,
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 19
that portion of the first trade that has been filled will be closed out and allocated pro-rata
among the participating accounts in that particular strategy. The executing broker will
then be instructed to aggregate the unfilled portion of the first order with all remaining
unfilled orders from the second order and, when filled, the orders will be allocated on a
pro-rata basis among all participating accounts.
Notwithstanding the foregoing, any trade that is in an amount of 5,000 shares or less that
is not a Program Trade (as defined below) will not be aggregated with any other trade
unless placed simultaneously with trades for differing investment strategies.
A “Program Trade” means the purchase or sale of a basket of securities resulting from
the rebalancing of a client portfolio due to a deposit or withdrawal of funds by such client
or due to the need to bring a client portfolio in line with other portfolios of the same
strategy.
Generally, a security included in a Program Trade will not be aggregated with any other
firm trades in the same security. A Program Trade will be treated as a separate and distinct
order and will be placed for execution during the day received, provided the program
trade is executable, upon notification from Iridian’s Operations Department of a deposit,
withdrawal or other rebalancing instruction regardless of whether there may be existing
orders for similar securities unless, at the trader’s discretion, the trader has determined
that based upon a security’s liquidity, volume and other market factors that failing to
aggregate a security included in a Program Trade with other firm trades in the same
security would adversely effect either the firm trade or the Program Trade.
A buy-write strategy may be utilized in some accounts that are managed by Iridian. The
term “buy-write” refers to a strategy involving the simultaneous purchase of a security
(buy) and sale of a call option (write) on the same security. This strategy is intended to be
executed without moving the price of the underlying security.
If it is determined that a buy-write strategy will be implemented for some accounts at the
same time that the security underlying the buy-write is to be purchased for other accounts,
the implementation of the buy-write strategy (including rolling over a pre-existing open
option position and/or the straight purchase to close a pre-existing open option short
sale) may generally take priority, and be executed first as the strategy is dependent upon
the relationship between the price of the underlying security and the option premium at
a specific point in time. Only upon completion of the buy-write strategy shall the
underlying security be purchased for other accounts.
From time to time, Iridian may purchase new issues of securities for an account in a fixed
price offering directly from an underwriter. Iridian generally would receive a very small
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 20
allocation of securities being sold in the offering. If Iridian purchases securities in a fixed
price offering, it may choose to allocate these securities to selected clients and not on a
pro-rata basis. Generally, in such cases, these securities generally are resold shortly after
the acquisition in the immediate aftermarket to take advantage of price appreciation, if
any, from the public offering price or for other reasons. In some cases, Iridian may
purchase securities in an offering for investment purposes and allocate among its clients
on a pro rata basis. The portfolio manager(s) for any particular investment strategy may
consider any variety of factors to determine whether a new issue is appropriate for that
strategy and whether the new issue will be allocated on a pro-rata or a non pro-rata basis.
Generally, Iridian will not short a security in one strategy that may be held long in another
strategy.
Generally, Iridian strives to have all accounts that are managed without restriction in the
same strategy be as close to a “model portfolio” as possible with respect to security
selection and allocation. From time to time, and for various reasons, a client’s portfolio
may need to be rebalanced to bring its portfolio in line with other portfolios of the same
strategy. It is anticipated that such rebalancing will occur no less frequently than quarterly
but it may occur more frequently or less frequently based upon the Portfolio Manager’s
assessment of the portfolio taking into consideration various factors including, but not
limited to, account size, nature of the security to be transacted and market conditions.
Review of Accounts
Iridian’s portfolios are managed and reviewed by its portfolio managers. Portfolio
positions are subject to constant reevaluation, and may be triggered by such events
including, but not limited to, changes in general economic or investment conditions,
Iridian’s portfolio strategy or outlook with regard to the prospects for a particular
portfolio holding or potential new purchases.
Whenever a transaction occurs in a client’s account, that account is checked for accuracy
the following day by Iridian’s operations department which also reviews the performance
of each account monthly.
Iridian has retained STP Investment Services (“STP”) to provide middle and back-office
support functions. STP reconciles accounts with custodians at least monthly.
Iridian provides separately managed account clients with a monthly performance report,
a monthly portfolio appraisal and market value reconciliation.
Investors in a Fund are provided with a monthly performance report from the Fund’s
independent administrator.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 21
Client Referrals and Other Compensation
From time to time, Iridian may enter into solicitation agreements or other referral
arrangements under which it pays fees for client referrals. Solicitation agreements entered
into with any other party will comply with SEC Rule 206(4)-3 as amended, as well as any
SEC interpretive releases thereunder and will be retained in accordance with SEC Rule
204-2.
Custody
Separately Managed Accounts
In all cases a client with a separate account will have its assets maintained at a broker-
dealer, bank or other qualified custodian and the custodian maintains the official record
of the account for the client. These custodians may deliver to clients, as agreed between
the custodian and client, monthly or quarterly account statements summarizing the
activity in their accounts and the return on their investments. These reports are in addition
to the statements clients receive directly from Iridian, which are described above under
Review of Accounts. Iridian strongly encourages its clients to carefully review the account
statements provided by the custodian and compare the custodian’s account statements
with the information provided by Iridian.
Generally, Iridian does not have custody of client assets managed in separately managed
accounts.
Under very limited circumstances Iridian may be deemed to have custody of client assets
managed in a separately managed account because Iridian has helped select the custodian
and/or may have the ability to access funds or securities in the account. If Iridian has
custody it will subject such account or accounts to an annual surprise examination by an
independent public accountant in order to verify client funds and securities.
Clients should contact Iridian or their custodian with any questions about their account.
Clients should notify Iridian promptly if they do not receive account statements from
their custodian on at least a quarterly basis.
The Funds
The Firm is deemed to have custody of assets held in the Funds. Investors in a Fund will
receive audited financial statements of the Fund within 120 days after the Fund’s fiscal
year end.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 22
Investment Discretion
Iridian accepts discretionary authority to manage securities accounts on behalf of clients.
For clients that retain Iridian to act with investment discretion, Iridian requires that all
clients sign written investment advisory agreements giving Iridian the authority to
determine, without obtaining the client’s prior approval, which securities and the amounts
of securities that are bought or sold, the broker-dealer to use for client transactions and
the commissions costs that will be charged to clients for these transactions.
Clients may impose reasonable limitations on Iridian’s discretionary authority. Such
limitations may include, but are not limited to, restrictions or requirements with regard
to:
transacting in specific securities
transacting in specific industry sectors, segments or classifications
transacting in derivative instruments
transacting in illiquid securities
transacting in American Depositary Receipts or foreign securities
transacting with a particular broker-dealer
required maintenance of target cash levels
•
•
•
•
•
•
•
• maintaining exposure limitations to securities, various industry sectors, segments
or classifications
• maintaining exposure limitations to certain specific market capitalizations
Any limitation on Iridian’s discretionary authority or direction to use a particular broker-
dealer will be included in the written investment advisory agreement or in separate written
instructions provided by the client.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 23
Voting Client Securities
Summary of Iridian’s Proxy Voting Policies
Iridian will accept authority to vote client securities only for discretionary accounts.
Iridian will vote proxies in all cases where it exercises voting authority over client
securities.
Iridian will vote proxies in a manner which it believes is in the best interests of clients and
which will maximize shareholder value. The summary of Iridian’s proxy voting guidelines
discusses the general manner in which Iridian is likely to vote and should only be viewed
as a guide. No set of guidelines can capture the entire universe of proxy issues which arise.
Ultimately, all voting decisions are conducted on a case-by-case basis as each company’s
unique set of circumstances distinguishes it from all others.
Should a material conflict arise between Iridian and a client with regard to the voting of
proxies, Iridian will remove itself from the proxy voting decision-making process and will
rely solely on the independent recommendation of Institutional Shareholder Services
(“ISS”), as to how the proxy should be voted. ISS is an independent firm retained by
Iridian that analyzes proxies and provides research and objective vote recommendations.
Iridian manages client assets in a variety of investment strategies and it may be the case
that different strategies will choose to vote proxies differently. In unusual circumstances
Iridian, within a particular investment strategy, may make different proxy voting decisions
for different clients.
Generally, Iridian will not abstain from the voting of client proxies unless it determines
that the abstention itself is in the best interests of the client such as where the costs of
voting outweigh the benefits to the client.
Iridian has implemented review procedures and controls to help ensure that proxies are
voted in an appropriate and timely manner and that appropriate records are retained.
If any client would like a complete description of Iridian’s proxy voting policies and
procedures or how Iridian voted proxies with regard to securities in the client’s portfolio,
please contact:
Iridian Asset Management LLC
55 Post Road West
2nd. Floor
Westport, CT 06880-4704
tradeops@iridian.com
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 24
Summary of Iridian’s Proxy Voting Guidelines
Auditors
Iridian generally will vote FOR proposals to ratify auditors provided there are no conflicts
of interest and there is a belief that the opinion will be fair.
Board of Directors
Electing directors is the most important stock ownership right that shareholders can
exercise. Shareholders should seek to elect directors who represent their interests and will
act in a manner which will maximize the value of their ownership interest and who can
ultimately be held accountable for their actions.
Iridian generally will vote FOR directors in an uncontested election after determining that
any such director does not possess any attributes that Iridian believes may not be in the
best interest of shareholders and does not maximize shareholder value. Generally,
Iridian’s guidelines provide for supporting proposals for declassified boards, cumulative
voting, majority voting, fixed board size, director stock ownership, board and committee
independence, elimination of term limits and board inclusiveness. Iridian will assess open
access (shareholder access) proposals on a CASE-BY-CASE basis.
Shareholder Rights
Shareholders should be provided with and maintain the ability to exercise their rights as
owners of public companies. Based upon this premise, Iridian will generally vote FOR
proposals which provide for confidential voting, the right to call special meetings as well
as the ability to act by written consent.
Proxy Contests
Proxy contests play a valuable role in removing entrenched directors and creating a means
for corporate change. Iridian will evaluate proxy contests pertaining to director nominees
and strategic initiatives in contested elections on a CASE-BY-CASE basis. Proposals to
reimburse solicitation expenses will generally be voted FOR in those situations where
Iridian supports the dissidents.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 25
Anti-Takeover Measures
Iridian’s strategy is to focus on identifying corporations in the process of change and
views negatively those corporate policies that it believes may delay or otherwise encumber
this process by preventing a takeover or entrenching current management.
Iridian generally will vote FOR proposals that will potentially ease the ability of a company
to be acquired by a suitor and generally will vote FOR proposals eliminating supermajority
vote requirements, proposals to redeem shareholder rights plans, the rescission of fair
price provisions and the adoption of anti-greenmail charters.
Iridian generally will vote AGAINST dual-class exchange offers, dual class
recapitalizations and proposals to approve dual class structures.
Capital Structure
The administration of a company’s capital structure revolves around a variety of issues
including the types of securities issued, dividend policy, taxes, opportunities for growth,
ability to finance new projects internally, and the cost of obtaining additional capital.
Generally, these decisions are best left to the board and senior management of the firm.
Nonetheless, proposals surrounding capital structure must be scrutinized to ensure that
some form of antitakeover mechanism is not involved.
Iridian generally will vote FOR proposals to reduce the par value of stock, increase the
number of authorized shares, restore preemptive rights, stock splits, reverse stock splits,
stock repurchase programs and the creation of preferred stock that cannot be used as a
takeover defense.
Iridian generally will vote AGAINST proposals authorizing the creation or increase in
“blank check” preferred stock and the elimination of shareholder preemptive rights.
Iridian will evaluate on a CASE-BY-CASE basis proposals for the reduction or
elimination in authorized shares of either common or preferred stock and the creation of
tracking stocks.
Mergers and Corporate Restructurings
Iridian will evaluate mergers, acquisitions and other corporate restructurings on a CASE-
BY-CASE basis taking into consideration such factors as purchase price, financial and
strategic benefits, conflicts and changes in governance structure. Ultimately decisions are
based on whether a transaction is likely to result in the maximization of shareholder value.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 26
Executive and Director Compensation
Iridian believes that executive and director compensation should be fair and ultimately
linked to the performance of the company. The forms of compensation are too varied
and numerous to allow Iridian to evaluate them on anything but a CASE-BY-CASE basis
to determine if they are fair and will likely result in long term shareholder benefits.
Notwithstanding the foregoing, Iridian generally will vote FOR proposals which eliminate
golden and tin parachutes, provide for “double trigger” and “modified double trigger”
parachutes in a change of control scenario, implement ESOP’s and 401(k) plans,
terminate retirement plans for non-employee directors, seek to implement a pay for
superior performance standard, seek additional disclosure of executive and director pay
information, enact clawback policies, require that severance agreements and executive
compensation be submitted for shareholder vote and require the company to disclose all
executive/consultant compensation.
Iridian generally will vote AGAINST proposals capping compensation, approving
retirement benefits for non-executive directors and repricing of underwater stock options.
Iridian will evaluate on a CASE-BY-CASE basis shareholder proposals that the company
be required to pay director’s fees only in the form of shares of stock of the company and
management proposals seeking ratification of non-employee director compensation.
State of Incorporation
Iridian will evaluate on a CASE-BY-CASE basis proposals to opt in or out of state
takeover statutes. As with Iridian’s view with regard to anti-takeover measures, takeover
statutes, which may only serve to entrench current management, will not be viewed
favorably. Iridian generally will evaluate on a CASE-BY-CASE basis proposals that a
company reincorporate in another state.
Social/Environmental Issues
Social and Environmental issues may include consumer and product safety, environment
and energy, labor standards and human rights, workplace and board diversity, and
corporate political issues. While a variety of factors goes into each analysis, the overall
principle guiding all vote recommendations focuses on how the proposal may enhance or
protect shareholder value in either the short or long term.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 27
Iridian generally will vote on a CASE-BY-CASE basis, taking into consideration whether
implementation of the proposal is likely to enhance or protect shareholder value while
considering multiple other factors surrounding any given proposal.
Miscellaneous
Iridian generally will vote FOR management proposals to change the corporate name,
date/time/location of a corporate meeting or bylaw amendments of a housekeeping
nature.
Iridian generally will vote AGAINST proposals for management to adjourn meetings or
approve “other business” and shareholder proposals to change the date/time/location of
a corporate meeting.
Iridian generally will evaluate on a CASE-BY-CASE basis for proposals to improve the
disclosure of a company's political contributions considering recent significant
controversy or litigation related to the company’s political contributions or governmental
affairs and the public availability of a policy on political contributions.
Iridian will evaluate on a CASE-BY-CASE basis proposals disallowing the company from
making political contributions.
Iridian generally will vote AGAINST proposals for the publication in newspapers and
public media the company's political contributions and the requirement that the company
provide lists of company executives, directors, consultants, legal counsels, lobbyists, or
investment bankers that have prior government service and whether such service had a
bearing on the business of the company.
Iridian generally will vote AGAINST the requirement that the company report on foreign
military sales or offsets.
Financial Information
The Firm does not require or solicit prepayment of fees. Iridian has no financial condition
that would impair its ability to meet contractual commitments to clients, and has not been
the subject of a bankruptcy proceeding.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 28
Iridian’s Privacy Notice
FACTS
Iridian Asset Management LLC;
Rev. 03/2026
WHAT DOES IRIDIAN ASSET MANAGEMENT LLC
(“IRIDIAN”) DO WITH YOUR PERSONAL INFORMATION?
Why?
What?
Financial companies choose how they share your personal information. Federal
law gives consumers the right to limit some but not all sharing. Federal law also
requires us to tell you how we collect, share, and protect your personal information.
Please read this notice carefully to understand what we do.
The types of personal information we collect and share depend on the product or
service you have with us. The information can include:
Social Security number
Your assets and income
Your investment experience and your employment information
Wire transfer instructions
How?
When you are no longer our customer, we continue to share your information as
described in this notice.
All financial companies need to share customers’ personal information to run their
everyday business. In the section below, we list the reasons financial companies
can share their customers’ personal information; the reasons Iridian chooses to
share; and whether you can limit this sharing.
Reasons we can share your personal information Does Iridian share?
you
limit
this
Can
sharing?
Yes
No
Yes
No
No
We don’t share
Yes
No
about
transactions
No
We don’t share
No
We don’t share
For our everyday business purposes-
Such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
For our marketing purposes-
To offer our products and services to you
For joint marketing with other financial
companies
For our affiliates’ everyday business purposes-
Information
and
your
experiences
For our affiliates’ everyday business purposes-
Information about your creditworthiness
For nonaffiliates to market to you
Questions?
Call Iridian at (203) 341-7800
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
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Iridian Asset Management LLC;
Rev.03/2026
Page 2
Iridian Asset Management LLC
To protect your personal information from unauthorized access and use, we
use security measures that comply with federal law. These measures include
computer safeguards and secured files and buildings.
We collect your personal information, for example, when you
Who we are
Who is providing this
notice?
What we do
How
Iridian
does
protect my personal
information?
How
Iridian
does
collect my personal
information?
Enter into an investment advisory agreement
Subscribe for an interest in a private investment vehicle sponsored
by Iridian
Give us your asset and income information
Provide account information or your contact information
Show your driver’s license or your government-issued ID
can’t
I
limit
Federal law gives you the right to limit only
Why
sharing?
Sharing for affiliates’ everyday business purposes – information
about your creditworthiness
Affiliates from using your information to market to you
Sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit
sharing.
Definitions
Affiliates
Companies related by common ownership or control. They can be financial
and nonfinancial companies.
Our affiliates include companies with an Iridian name and those without an
Nonaffiliates
Iridian name that sponsor private investment vehicles advised by Iridian.
Companies not related by common ownership or control. They can be
financial and nonfinancial companies.
Joint marketing
Iridian does not share with nonaffiliates so that they can market to you.
A formal agreement between nonaffiliated financial companies that together
market financial products or services to you.
Iridian does not jointly market.
Other important information
California: Except as permitted by law, we will not share personal information we collect about
California residents with nonaffiliates, and we will limit sharing such personal information with our
affiliates to comply with California privacy laws that apply to us.
IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026
Page 30