As Yahoo Proxy Vote Looms, Questions Arise About Board Composition And Management’s Future

The never-ending MicroHoo drama has provided virtual reams of blog posts and endless fodder for speculation. The latest installment involves the question of whether Carl Icahn’s proxy battle for control of Yahoo’s board will see any success. In case you joined this story late, institutional shareholders are frustrated by Yahoo’s unwillingness to take the original Microsoft offer, but may be uncomfortable with Icahn’s apparent lack of a strategy–other than sell to Redmond.

Now some shareholders (a group known as “Yahoo Plan B”) are calling for a compromise and for the election of a split board, with five current Yahoo directors and four Icahn directors.

The annual Yahoo shareholder meeting is scheduled for August 1, 2008. Yahoo reports Q2 earnings tomorrow at 5 pm US EST.

Here’s video from Yahoo Tech Ticker featuring AllThingsD’s Kara Swisher. She predicts a probable Jerry Yang (and Sue Decker) ouster and further Yahoo conversations with Microsoft.

Further conversations with Microsoft would seem to be a fairly safe prediction.

Postscript: Yahoo just announced a “settlement” with Icahn:

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.

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About The Author

Greg Sterling

Greg Sterling is a Contributing Editor to Search Engine Land, a member of the programming team for SMX events and the VP, Market Insights at Uberall.