Yahoo Postpones Annual Meeting — Again


Source: Reuters

Under siege from billionaire investor Carl Icahn, Yahoo (NASDAQ: YHOO) said in an SEC filing yesterday that the company will postpone its annual shareholder meeting.

Instead of the previously set date of July 3, Yahoo said it expected to hold the meeting “around the end of July,” giving it more time to counter Icahn’s campaign to oust the company’s board of directors.

This is the second time Yahoo has postponed its shareholders meeting, usually held in May or June, in response to the high drama that has characterized the fallout from Microsoft’s bid to buy the company, first announced Feb. 1.

The first delay came in March, when it looked as though Microsoft (NASDAQ: MSFT) might wage its own proxy fight. Since it initially rejected the offer as undervaluing the company, Yahoo has faced intense pressure — and several lawsuits — from angry shareholders who saw no better option than selling to Microsoft.

Formal negotiations between the two companies broke down earlier this month when Microsoft raised its bid from $31 per share to $33, Yahoo countered with $37 and Microsoft walked away. A little over a week later, Icahn produced his rival slate of directors.

Since then, Yahoo has re-entered into talks with Microsoft about an alternative alliance, such as Microsoft buying Yahoo’s search business and taking a partial stake. Both companies have said that they were not talking about an outright sale anymore, though The Wall Street Journal reported this morning that Yahoo’s board might be more inclined to sell in light of the mounting shareholder pressure.

Postponing the annual meeting, when shareholders decide whether to re-elect Yahoo’s incumbent board or support Icahn’s dissident slate, gives Yahoo more time to present investors with a plan to restore value to the company.

In advance of the meeting, Yahoo’s shareholders will receive a white proxy card from Yahoo and a gold one from Icahn. In the preliminary proxy materials Yahoo will send to its shareholders, it was emphatic in its recommendation.

In boldface, capital letters, Yahoo wrote: “Our board of directors unanimously recommends a vote for the election of all the board’s nominees on the enclosed white proxy card and urges you not to sign or return any proxy cards sent to you by the Icahn entities.”

Icahn’s office did not immediately respond to a request for comment.

In a separate SEC filing on Thursday, the embattled Web pioneer said that one of its directors, Edward Kozel, was resigning from the board. Kozel, a former Cisco Systems (NASDAQ: CSCO) executive, had planned to leave the company in February, but decided to stay on after Microsoft came forward with its offer to buy the company. He has served on the board since October 2000.

Yahoo did not nominate a replacement for Kozel, leaving the board with nine members going into the proxy fight.

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