From Silicon Alley Insider, July 21, 2008:
Here's the official end of the Yahoo-Icahn proxy war: Yahoo will give the corporate raider three seats on its board (one for himself, plus two more), and Carl agrees stop fighting. The basics:
If you're so inclined, you could view this as Jerry and Co. caving: If they were ultra-confident that they were going to win the proxy vote next month, they wouldn't have given Carl a thing. On the other hand, they can now go back to the business of trying to fix/save Yahoo, and get an experienced Internet mind (Miller's) to offer some advice. That seems like a pretty good trade to us.
Release:
SUNNYVALE, Calif.--(BUSINESS WIRE)--Yahoo! Inc. (Nasdaq:YHOO -
News), a leading global Internet company, announced today that it has
reached an agreement with Carl Icahn to settle their pending proxy
contest related to the Company’s 2008 annual meeting of stockholders.
Under
the terms of the settlement agreement, eight members of Yahoo!’s
current Board of Directors will stand for re-election at the 2008
annual meeting: Roy Bostock, Ronald Burkle, Eric Hippeau, Vyomesh
Joshi, Arthur Kern, Mary Agnes Wilderotter, Gary Wilson and Jerry Yang.
In view of the settlement agreement with Mr. Icahn, and the termination
of the proxy contest, Robert Kotick has decided not to stand for
re-election to the Board at the 2008 annual meeting.
Following
the 2008 annual meeting, the Yahoo! Board will be expanded to 11
members. Carl Icahn will be appointed to the Board and the remaining
two seats will be filled by the Board upon the recommendation of the
Board’s Nominating and Governance Committee from a list of nine
candidates recommended by Mr. Icahn, which includes the eight remaining
members of the Icahn slate of nominees and Jonathan Miller, currently a
partner in Velocity Interactive Group and former Chairman and CEO of
AOL.
As part of the settlement agreement, Mr. Icahn, who owns an
aggregate of 68,786,320 shares, or 4.98% of Yahoo! common stock, has
agreed to withdraw his nominees for consideration at the annual meeting
and to vote his Yahoo! shares in support of the Board's nominees.
“We
are gratified to have reached this agreement, which serves the best
interests of all Yahoo! stockholders,” said Yahoo! Chairman Roy
Bostock. “We look forward to working productively with Carl and the new
members of the Board on continuing to improve the Company’s performance
and enhancing stockholder value. Yahoo! is a world-class company with
an extremely bright future, and collaborating together, I believe we
can help the Company achieve its ambitious goals.”
“This
agreement will not only allow Yahoo! to put the distraction of the
proxy contest behind us, it will allow the Company to continue pursuing
its strategy of being the starting point for Internet users and a must
buy for advertisers,” said Yahoo! Co-founder and Chief Executive
Officer Jerry Yang. “No other company in the Internet space has our
unique combination of global brand, talented employees, innovative
technologies and exceptional assets, attributes that will help us take
advantage of the large and growing opportunity ahead of us. I look
forward to working together with our new colleagues on the Board to
make that happen.”
Mr. Icahn said, “I am very pleased that this
settlement will allow me to work in partnership with Yahoo!’s Board and
management team to help the Company achieve its full potential. While I
continue to believe that the sale of the whole Company or the sale of
its Search business in the right transaction must be given full
consideration, I share the view that Yahoo!’s valuable collection of
assets positions it well to continue expanding its online leadership
and enhancing returns to stockholders. I believe this is a good outcome
and that we will have a strong working relationship going forward.
Additionally, I am happy that the board has agreed in the settlement
agreement that any meaningful transaction, including the strategy in
dealing with that transaction, will be fully discussed with the entire
board before any final decision is made.”
In response to Mr.
Kotick’s decision to step down from the Board, Mr. Bostock said, “I
would like to personally thank Bobby for his dedicated service to
Yahoo! these past 5 years. Bobby has been a valuable resource to our
Board and the Company and we are grateful for his contributions. He
wanted to help see the Company through this recent chapter, but made it
clear to me that once the proxy contest was resolved, he was eager to
focus his efforts on his work as CEO of the newly merged Activision
Blizzard and his other business and civic pursuits.”
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