EX-1 2 dex1.htm SHAREHOLDER PRESENTATION Shareholder Presentation
Elliott Nominees –
The Best Opportunity For Shareholders
April 11, 2011
Exhibit 1

2
Disclosure Statement

Recap
3
•
IRM shareholders experienced lackluster performance over prior two
year period
•
On March 10
th
2011, Elliott announced recommendations to maximize
shareholder value
•
The proposal included a full review of
•
Capital allocation, with focus on ROIC
•
Operational efficiencies
•
Opportunity to convert into a REIT
•
Alignment of management compensation with shareholder value
creation
•
Elliott has nominated four highly qualified and independent nominees
to lead this critical effort

Overview
4
•
Last week Iron Mountain announced it will put forward a counter
proposal to the opportunities highlighted by Elliott
•
As large shareholders we are excited about the prospect of additional
constructive ideas
to maximize value at IRM
•
While IRM is likely to echo some of our points, they will ask
shareholders to trust them and not elect our nominees to the Board
•
Voting for Elliott’s independent nominees is the appropriate ‘trust
but verify’
response
•
Nominees are committed to the full exploration of all
paths to
maximize shareholder value
•
Elliott has a 100-day plan for an immediate strategic review and
the public dissemination of results
•
Voting for our proposed Board candidates is voting for a thorough
review and maximizes optionality as well as shareholder value

Iron Mountain –
Status Quo Is Not Working
5
•
2010 was a record year on many metrics for IRM, yet a disappointing
year for shareholders
•
EV/EBITDA valuation sank to all time
lows
•
Stock reacted poorly to every announcement
•
Market response to Elliott proposals shows that the problem is not
the company
it is the current direction
•
Elliott proposes greater detail on action steps, timeline, and future
communication by the Board
•
Slow change is costing shareholders real money

Historical Trading Metrics Show Market’s Negative
Response To IRM Management’s Track Record
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Lackluster Stock Performance Before Elliott’s Involvement
1
Declining Growth Outlook, Increased Investment in Digital Business
Lackluster Stock Performance Before Elliott’s Involvement
1
Declining Growth Outlook, Increased Investment in Digital Business
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$15.00
$20.00
$25.00
$30.00
$35.00
$40.00
7/1/2006
1/1/2007
7/1/2007
1/1/2008
7/1/2008
1/1/2009
7/1/2009
1/1/2010
7/1/2010
10/6/09 - IRM projects
3-6% internal revenue
growth for 2010; Realized
figure even lower
2/22/10 - $112mm
acquisition of Mimosa
Systems
5/12/08 - $31mm
acquisition of
DocuVault
Internal Revenue growth drops from
9% in 2007-08, to 3% in 2009-10
Share Price
10/31/07 - $153mm
acquisition of
Stratify
IRM continues to invest 6-8% of revenues into growth
capex
- $0.6bn invested into Int'l Physical capex & acquisitions
from 2007-10, and segment OIBDA actually decreased
(1)
Elliott’s first conversation with IRM management took place in July 2010

Valuation Trend Shows Disappointment In IRM’s
Unwillingness To Correct Its Course
Valuation Trend Shows Disappointment In IRM’s
Unwillingness To Correct Its Course
8
7.0x
8.0x
9.0x
10.0x
11.0x
12.0x
13.0x
14.0x
15.0x
16.0x
7/1/2006
1/1/2007
7/1/2007
1/1/2008
7/1/2008
1/1/2009
7/1/2009
1/1/2010
7/1/2010
1/1/2011
EV/ LTM EBITDA Multiple
Bob Brennan
becomes CEO,
6/2008
Elliott publishes its
proposals, 3/2011
Period of Elliott's Involvement

Market Reaction To Management’s Plans Has Been
Unambiguously Negative
Market Reaction To Management’s Plans Has Been
Unambiguously Negative
9
Average
share
price
decline
(on
1
st
trading
day
after
news
release):
-6.1%
Range
of
decline:
-2.7%
to
-8.6%

10
Market Reaction To Elliott’s Proposals Has Been Favorable
Stock Price Up 32%, $1.6B Increase in Market Valuation
$25.00
$26.00
$27.00
$28.00
$29.00
$30.00
$31.00
$32.00
$33.00
$34.00
3/4/2011
3/11/2011
3/18/2011
3/25/2011
4/1/2011
4/8/2011
-1%
3%
7%
11%
15%
19%
23%
27%
31%
35%
3/7/11 - IRM
discloses Elliott's
nomination of
Board candidates
3/10/11 - Elliott files
letter to IRM Board an
presentation outlining
opportunity
3/23/11 - IRM adopts a
Shareholder Rights Plan
("Poison Pill"); Elliott
expresses strong
disappointment
4/4/11 - Elliott files
follow-up letter to
IRM Board
4/1/11 - Davis Advisors
files a 13D
3/22/11 - Davis Advisors
(21% shareholder)
indicates support for
Elliott's nominees
Share Price
% Change in
Share Price

Elliott Has A Detailed Plan For Review
And Implementation
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Elliott’s 100-Day Plan Calls For Full Strategic Review Of
All Opportunities To Maximize Value
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2011 Annual Meeting of Stockholders -
June 2011 (Estimate):
Four
independent directors join IRM’s Board
First Board Meeting: Special Committee to be created with Elliott
nominees as core members
•
Initiate 100-Day Plan in two steps (see next page for details)
•
Hire management consultants & independent financial advisors to report
directly to the Special Committee
•
Invite existing and external REIT counsel to present and debate REIT
opportunity
•
Commence capital allocation & dividend policy review
•
Initiate management compensation review
•
Begin full review of all strategic alternatives
September 2011 (Estimate):
Board to review progress on all initiatives and
update shareholders

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Elliott’s Proposed 100-Day Plan
Timeline for Full Strategic Review & Execution
Elliott’s Proposed 100-Day Plan
Timeline for Full Strategic Review & Execution

Put IRM Back On Track
‘Trust But Verify’
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•
The company is likely to echo some of our proposals and disagree
with
others
•
Elliott’s nominees will push for the best of all
potential opportunities
•
In all scenarios, the right choice is to vote for four independent
directors with fresh perspectives
•
Vote to elect our nominees and put IRM back on track

Elliott’s Slate of Independent Director Nominees
•
Our four highly qualified and motivated director nominees are fully prepared to
explore all options to maximize shareholder value
•
These individuals have exceptional experience in the critical areas affecting IRM:  
capital allocation and operational efficiency
•
The Company will benefit from fresh, independent perspectives and additional
insights into the Board’s review process
Harvey Schulweis
•
Brings a career-long focus on
optimizing corporate investment
decisions and return on capital
•
Co-Founder and Managing
Director of Niantic Partners, a
real estate investment company
•
President and sole shareholder
of Schulweis Realty, Inc.
•
Former Chairman and CEO of The
Town and Country Trust, a
publicly traded REIT
•
Led the conversion of Town and
Country into a REIT
•
Former GP at Lazard Frères &
Co.
Ted R. Antenucci
•
Deep warehouse/industrial
property experience, both
domestic and international
•
Current President and Chief
Investment Officer, ProLogis
Trust
•
Former President of Catellus
Commercial Development
Corp., responsible for
development, construction
and acquisition activity
•
Helped lead the conversion of
Catellus into a REIT
Allan Z. Loren
•
45-year veteran of building
successful organizations
•
Has extensive strategic,
technology and operational
experience
•
Former Chairman and CEO of
D&B; led successful
turnaround
•
Has held senior executive and
technology positions at
American Express, CIGNA,
Galileo International and
Apple Computer U.S.A.
Robert J. Levenson
•
Has extensive experience as
an executive in the data
processing industry
•
Managing Member of Lenox
Capital Group, a private
venture capital investment
company, since 2000
•
Has held numerous senior
executive positions in leading
firms in the business services
space, including Automatic
Data Processing, Inc. and First
Data Corp.
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