Yahoo Shareholders get chance to Spar with Company

August 1, 2008 4:03:15 PM PDT
Yahoo Inc.'s board emerged largely unscathed from the Internet company's annual meeting Friday as a subdued crowd of shareholders raised few questions about the directors' rejection of Microsoft Corp.'s $47.5 billion takeover bid. Some shareholders expressed displeasure by opposing the re-election of Yahoo's current directors, but the resistance wasn't as intense as last year, when three directors were rejected by more than 30 percent of the vote.

In this year's balloting, only two directors - Chairman Roy Bostock and Arthur Kern - were opposed on ballots representing at least 20 percent of Yahoo shares. Yahoo Chief Executive Jerry Yang, who steered the Microsoft negotiations with Bostock, was approved by 85 percent of the votes cast.

Many investors had already made an emphatic statement about their feelings by dumping their holdings in Yahoo shares. The company's stock price has fallen by 31 percent since Microsoft withdrew a takeover offer of $33 per share in early May.

Much of the drama was drained from Friday's meeting last month when Yahoo reached a truce with activist investor Carl Icahn, who had been campaigning to oust the company's entire board for spurning the Microsoft bid.

Icahn, who owns a 5 percent stake in Yahoo, will join the company's board next week and can't criticize his fellow directors as part his peace pact. He didn't attend Friday's meeting.

Yahoo will add two other Icahn-endorsed candidates to the board by Aug. 15. Former AOL CEO Jonathan Miller had been considered one of the leading candidates to fill the other seats, but he apparently will be precluded from doing so as part of a noncompete agreement that AOL's owner, Time Warner Inc., plans to enforce.

The provisions preventing Miller from joining an AOL rival remain in effect through March 2009, Time Warner spokesman Keith Cocozza said Friday.

Miller has been mentioned as a possible successor to Yang, who has been unable to boost the company's market value during the first 13 months of his reign.

Yahoo spokeswoman Diana Wong declined to comment on Miller's status.

Only two of the roughly 125 shareholders at Friday's meeting criticized the Microsoft negotiations. Two other shareholders said they were happy Yahoo didn't sell to Microsoft.

The rest of the shareholder remarks covered a wide range of topics, including Yahoo's human rights policies in China and the scarcity of women on its board.

Former Yahoo employee Martin Baker, who still owns 100 shares, was mostly upset that the company didn't carve out more time for shareholder questions. After Yahoo's leaders spent more than an hour defending its handling of the Microsoft offer and management's optimistic outlook, the company allotted about 35 minutes to field nine questions.

"It seemed like they were more interested in going to lunch than hearing from shareholders," said Baker, a San Francisco resident. "I think they controlled things pretty well."

Yahoo's biggest challenge is still ahead, given that its stock price is just slightly above where it stood six months ago when Microsoft first announced its unsolicited takeover offer.

Yang, who co-founded Yahoo 14 years ago, assured shareholders his management team is pursuing a turnaround plan in "a very deliberate and forceful manner." Yang has promised to increase Yahoo's net revenue by at least 25 percent in each of the next two years.

Bostock staunchly defended the board's handling of the Microsoft negotiations, saying the directors met more than 30 times to discuss the bid as well as other ways to elevate the company's stock.

"At no point did this board or management in any way ever resist Microsoft's proposal," Bostock told shareholders. "We proactively engaged with them and tried to reach a positive conclusion for shareholders."

He also cast doubt about the validity of Microsoft's last offer, saying it was made in an "offhand comment."

Microsoft has steadfastly maintained that its general counsel specifically told a Yahoo lawyer that the Redmond, Wash.-based software maker would pay $33 per share.

In a statement Friday, Microsoft asserted that "Yahoo is attempting to rewrite history yet again with statements that are not supported by the facts."

Eric Jackson, a Yahoo shareholder representing a group of about 150 investors, called upon Bostock to step down, partly because he "overplayed" his hand in the Microsoft negotiations. Bostock gruffly refused.

Yahoo shareholder Matthew Rafat chastised Bostock for spending so much time defending his handling of the Microsoft negotiations, likening him to a spurned lover in a broken romance trying to "save face."

"I think it makes the company appear weak," Rafat said. "If you have a bad breakup, walk away and don't say anything."

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AP Technology Writer Peter Svensson contributed to this story from New York.


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