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Yahoo Shareholders Think Less Of Board Change

Smaller slate could influence Yahoo's thinking

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Rather than having security escort all of Yahoo’s current board off the premises, some major Yahoo investors think there’s room for a mix of old and new directors running the show.

The potential bloodbath anticipated when Yahoo’s annual meeting takes place, setting up a hostile proxy fight for control of the company, may end up being nothing more than a thumb-wrestling match. If Carl Icahn really spoiled for a brawl, he might not get it.

Some investors want to mix and match Yahoo’s current board with some of Icahn’s nominees. The Wall Street Journal said one unnamed major shareholder could back fewer nominees to Yahoo’s board.

Another activist investor, Eric Jackson, suggested a slate of 5 Yahoo directors and 4 new ones as a compromise to a full proxy fight.

Jackson said he’s been looking for change at Yahoo’s board since January 2007.

By pushing four new directors onto the board, Jackson reasons this will avoid triggering a change of control provision, where Yahoo employees could walk away from the company with a generous compensation package.

Given the choice, Jackson would toss out current chairman Roy Bostock, whom he blames for failing to come to terms with Microsoft. “He supposedly has much more experience in such deal-making matters than Yang, and I find it puzzling that he would choose not to attend that fateful May 3 meeting in Seattle, which led to Microsoft finally pulling the plug on its offer,” Jackson said of Bostock.

Yahoo gained a little respite, as the Journal noted the suit brought by a pair of Detroit pension funds won’t receive an accelerated trial. The Detroit complaint won’t be heard before Yahoo’s annual meeting happens on August 1.

Yahoo Shareholders Think Less Of Board Change
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