Home Industry Listed Tech Yahoo! board gets the nod from shareholders

Yahoo! board gets the nod from shareholders

All nine of the Yahoo! directors standing for re-election at the company's annual meeting last Friday were approved by shareholders - even Robert Kotick, who had already announced that his resignation would take effect immediately after the meeting.

Investor Carl Icahn previously announced his intention to field a slate of candidates to replace the existing board with directors that would be more favourable to a full or partial sale of the company's search business to Microsoft. But a deal was struck giving board seats to Icahn and at least one but possibly two of his associates.

It turned out that Kotick received the second biggest 'yes' vote at 92.4 percent, just behind HP executive vice president Vyomesh Joshi's 92.9 percent.

Strange? Perhaps. It could be seen as a vote of thanks, either for a job well done since joining the board in 2003, or for stepping down and allowing Carl Icahn's appointment as a board member.

Mary Agnes Wilderotter (also a director of Xerox) and Eric Hippeau (president of Softbank International, and formerly the publisher of PC Magazine and of InfoWorld) also received the backing of more than 90 percent of the shares voted in their ballots.

Only two of the board received less than 80 percent support. They were chairman Roy Bostock (79.5 percent) and Arthur Kern (77.9 percent).

What interpretation can be put on that? Please read on.

The relatively low vote for Bostock could be interpreted as criticism of his handling of the whole Microsoft/Icahn affair. That would be consistent with the 85.4 percent vote for Jerry Yang, who has presented a united front with Bostock during the proceedings.

And maybe some shareholders think that Kern has been on the board long enough - he's held a seat since 1996.

Given that 75.8 percent of Yahoo! shares were voted at the meeting, even Kern achieved an absolute majority (approximately 59 percent of outstanding shares).

Following the annual meeting, the board appointed Icahn as Kotick's replacement, and voted to expand the board to 11 members. The two new directors should be appointed by August 15.

Although they agreed the appointment of PricewaterhouseCoopers as Yahoo!'s independent accounting firm, shareholders shot down the other proposals put to them, which concerned pay for superior performance, Internet censorship, and the establishment of a board committee on human rights.

Overall, it looks like Yahoo! shareholders are basically happy with the direction set by their previous board, with the addition of a little ginger in the form of Icahn to make sure any future takeover or divestiture proposals are taken very seriously.

Update: Yahoo subsequently announced there were errors in the published voting figures and issued a correction. See our later story.


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Stephen Withers

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Stephen Withers is one of Australia¹s most experienced IT journalists, having begun his career in the days of 8-bit 'microcomputers'. He covers the gamut from gadgets to enterprise systems. In previous lives he has been an academic, a systems programmer, an IT support manager, and an online services manager. Stephen holds an honours degree in Management Sciences and a PhD in Industrial and Business Studies.