Yahoo Promised Proxy Fight
Third Point said it offered “several significant compromises to strike a deal and avoid a proxy contest"
By: Maureen O'Gara
Mar. 27, 2012 08:00 AM
Yahoo said late Sunday that it has named three independent board members in an attempt to foil Third Point, its largest stockholder, from staging a proxy fight at the next stockholders meeting whenever that is.
Third Point said it offered "several significant compromises to strike a deal and avoid a proxy contest. Today, the board has shown yet again that they are unable to execute deals that are in the company's best interests. Sadly for shareholders - who will once more bear the costs - the consequence of the board's refusal to accept Third Point's shareholder-friendly proposals will be a time-consuming and distracting proxy contest that the company can ill-afford.... In the absence of independent shareholder oversight, the Yahoo boards of the past five years have given shareholders five CEOs and strategic plans in as many years and seriously damaged the value of the core business, a fact masked only by the increasing value of Yahoo's Asian assets. Since the board has left us with no choice but to take our case directly to our fellow shareholders."
Third Point has put a billion dollars into Yahoo.
It started a campaign to unseat the current Yahoo board and substitute four candidates of its own last week.
Yahoo's nominees are John Hayes, CMO of American Express; Peter Liguori, former COO of Discovery Communications; and Thomas McInerney, outgoing CFO of IAC/InterActiveCorp.
Third Point, which owns a 5.8% of Yahoo, has put up its own CEO Daniel Loeb, former NBC Universal CEO Jeff Zucker, former MTV Networks executive Michael Wolf and turnaround artist Harry Wilson.
Wilson was reportedly the only person Yahoo's board agreed to take on before asking Third Point for others. Third Point said no.
Yahoo's 11-man board is changing. Four directors including chairman Roy Bostock are stepping down. The company named two replacements last month.
Bostock said in a statement, "We have appointed a capable and dynamic CEO who is driving the business towards its next era of success. And we have reconstituted the board of directors with the right mix of experience and expertise."
Activist shareholder Carl Icahn got to two of his people on the Yahoo board after threatening a proxy fight in 2008 when Yahoo flubbed Microsoft's handsome $47.5 billion acquisition offer. They are no longer on the board.
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