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Yahoo Shareholders Back
Board August 4,
2008
 Yahoo!
stockholders re-elected all of Yahoo!’s nominees to the Board of
Directors.
In addition, stockholders voted to approve the ratification of the
appointment of PricewaterhouseCoopers as the Company’s independent
registered public accounting firm. Stockholders rejected proposals
relating to a pay-for-superior-performance principle for executive
compensation, the establishment of policies on Internet censorship and
the creation of a Board committee on human rights.
Yahoo avoided a proxy
fight with Carl Icahn ahead of the meeting by reaching a settlement that
will expand its board to 11 members from nine and result in Icahn
joining the board.
Roy Bostock, Chairman of Yahoo!, said, “We now look forward to executing
on our strategy and continuing to build our great Company. Last year,
Yahoo!’s Board of Directors and management took steps to thoroughly
reexamine the Company’s direction and to improve the Company’s
performance. Since then Yahoo! has made significant strides in executing
on its strategy, performing particularly well in light of the
challenging circumstances of the past six months. Our Board looks
forward to continuing to work with management to maximize value for all
stockholders.”
Jerry Yang, CEO of Yahoo!, said, “We are at a unique point in our
history, where we have the eyes of the world focused on our Company and
tracking our performance. We are redoubling our commitment to driving
sustained, profitable growth for our stockholders. The value inherent in
Yahoo!’s unique collection of assets is truly extraordinary, and the
progress we’ve made on our initiatives this year signals our ability to
capitalize on the underlying potential of these assets.”
At a meeting of the Yahoo! Board of Directors immediately following the
Annual Meeting, the Board appointed Carl Icahn to the Board to fill the
seat vacated by Robert Kotick, whose resignation from the Board became
effective immediately following the Annual Meeting. The Board of
Directors also voted to expand the Board from 9 members to 11. The Board
expects to name the directors to fill the remaining two Board seats by
August 15, 2008.
The detailed voting results of the shares cast at the meeting on the
election of Directors are as follows:
|
Director |
|
Shares For |
|
|
% For |
|
|
Shares Withheld |
|
|
% Withheld |
|
Roy J. Bostock |
|
832,023,657 |
|
|
79.5% |
|
|
214,071,927 |
|
|
20.5% |
|
Ronald W. Burkle |
|
849,373,291 |
|
|
81.2% |
|
|
196,722,293 |
|
|
18.8% |
|
Eric Hippeau |
|
948,862,579 |
|
|
90.7% |
|
|
97,233,005 |
|
|
9.3% |
|
Vyomesh Joshi |
|
971,594,650 |
|
|
92.9% |
|
|
74,500,934 |
|
|
7.1% |
|
Arthur H. Kern |
|
814,871,925 |
|
|
77.9% |
|
|
231,223,659 |
|
|
22.1% |
|
Robert A. Kotick |
|
967,044,818 |
|
|
92.4% |
|
|
79,050,766 |
|
|
7.6% |
|
Mary Agnes Wilderotter |
|
964,939,727 |
|
|
92.2% |
|
|
81,155,857 |
|
|
7.8% |
|
Gary L. Wilson |
|
856,006,576 |
|
|
81.8% |
|
|
190,089,008 |
|
|
18.2% |
|
Jerry Yang |
|
893,055,602 |
|
|
85.4% |
|
|
153,039,982 |
|
|
14.6% |
 At
the meeting, stockholders also ratified the appointment of the Company’s
independent registered public accounting firm, PricewaterhouseCoopers,
with 1,021,286,375 shares voting for, 9,952,603 shares voting against
and 14,856,606 shares abstaining. Stockholders also voted to reject a
pay-for-superior-performance proposal, with 339,808,082 shares voting
for, 681,650,539 shares voting against and 24,636,963 shares abstaining.
Stockholders also voted against a proposal relating to Internet
censorship, with 54,531,125 shares voting for, 889,546,203 shares voting
against and 102,018,256 shares abstaining. A proposal offered to amend
Yahoo!’s Bylaws to establish a Board committee on human rights failed,
with 41,874,370 shares voting for, 932,055,232 shares voting against and
72,165,982 shares abstaining.
Total shares represented at the meeting were 1,046,095,584, representing
75.8% of the 1,381,008,701 shares outstanding as of the record date,
June 3, 2008.
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