Yahoo! Inc. has announced that on Monday, July 21st it reached an agreement with Carl Icahn to settle the ongoing proxy feud over Yahoo’s 2008 Annual Meeting of its stockholders. According to the terms of the settlement agreement reached with Icahn, eight members of Yahoo!’s current Board of Directors will be up for re-election at the 2008 annual meeting.
This includes Roy Bostock, Ronald Burkle, Eric Hippeau, Vyomesh Joshi, Arthur Kern, Mary Agnes Wilderotter, Gary Wilson and Jerry Yang. Current Board member Robert Kotick opted out of re-election to the Board for 2008. This settlement agreement was reached with Icahn in exchange for his agreement to terminate the proxy fight he has been threatening.
After the 2008 Annual Meeting of Shareholders, the Yahoo! Board will grow to 11 members, with Icahn appointed to the Board and the remaining two seats to be filled by the Board from a list of nine candidates recommended by Icahn. In turn, Icahn has agreed to withdraw his slate of candidates from consideration at the Annual Meeting and to vote his block of Yahoo! shares in support of the nominees to the Board.
Yahoo! Board Chairman Roy Bostock issued a statement, saying, “We are gratified to have reached this agreement, which serves the best interests of all Yahoo! stockholders. 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.”
Yahoo! Co-founder and CEO, Jerry Yang, concurred: “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.
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.”
And the love fest continued with Carl Icahn’s statement, “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.”
So, Carl Icahn is now an insider and the speculation continues as to how his influence will affect the eventual makeup of Yahoo’s Board of Directors. It is well known that he does not respect Jerry Yang and would like to be rid of him from the Board.
If we were Jerry Yang we would realize that Icahn is currently behaving like the charmed snake that everyone knows he really is. Yang had best watch out for Icahn’s fangs, for it won’t be ‘if’ he uses them, but rather a matter of ‘when’ he uses them. And if we were Microsoft, after this announcement we would feel a little less sure that Yahoo was in the palm of our large hand.