Now is the time of their discontent
Last modified on Friday, 01 August 2008 07:35
August 1st is the long-awaited Annual Shareholders Meeting for Yahoo investors. It is anticipated that there will be much discontent expressed over the Board of Directors’ failure to come to an agreement with Microsoft for the sale of their shares.
Equally anticipated will be the Board of Directors meeting that will occur after the Shareholders Meeting, now that Carl Icahn has found his way into the catbird seat on the Board, the same Board that he tried hard to dump and replace. Icahn and two other outsiders have become part of the Yahoo Board as part of a deal struck with Icahn to avoid a proxy battle.
Icahn reportedly posted in a blog that he will not attend the Annual Shareholders Meeting. He indicated that his plan now is to increase pressure on Yahoo executives, rather than acting as a "rubber stamp" for the company’s policies.
Icahn will be appointed and the other seats on the Board will be filled by the former Chairman and CEO of AOL, Jonathan Miller, and from the Icahn list of proposed member replacements. However, Icahn indicated that he had met with Chief Executive Jerry Yang and Board Chairman Roy Bostock this week and remained optimistic he could work with them.
The shareholders will vote on three shareholders proposals at the Annual Meeting. The first is a "pay for performance" plan that links executive compensation at Yahoo with how well the company performs compared to its Internet peers.
Executive compensation at Yahoo is now based mainly on time served, rather than on performance and the Board and company management is opposed to this proposal. The two other proposals are aimed at making the company accountable for human rights and censorship in markets where those are huge issues, particularly in China. Yahoo was heavily criticized in the past for cooperating with the Chinese government by turning over the email of dissidents that were then used to convict them.
Industry analysts agree that the clock is ticking on CEO Jerry Yang’s time at Yahoo. There is major unhappiness over the mishandling of the Microsoft proposal and someone will ultimately have to pay for that, most likely Jerry Yang.