Microsoft Makes it Clear on Yahoo

SAN FRANCISCO — Microsoft (NASDAQ: MSFT) has released the nominees on its rival slate from their commitment to stand for election to Yahoo’s (NASDAQ: YHOO) board in the event of a proxy fight, a source familiar with the situation said on Thursday.

The move indicates Microsoft remains firm in its commitment to stay away from Yahoo, days after it abandoned a $47.5 billion offer for the Internet company.

Microsoft Chairman Bill Gates said this week the software giant will go it alone as it figures out how to compete with Google (NASDAQ: GOOG).

By releasing the rival slate, Microsoft frees up the 10 nominees to sign up for other slates that may be assembled by Yahoo shareholders.

Earlier this week, Yahoo set July 3 as the date for its annual stockholder meeting, and said any nominations for a rival slate must be made before May 15.

“May 15, which is next week, is not enough time for some other investor group besides Microsoft to put together a slate of directors,” said Shirley Westcott, a managing director of policy at Proxy Governance, an independent proxy advisory firm.

Yahoo shareholders have signaled their discontent with the board’s negotiations on Microsoft’s buyout offer.

“I am extremely angry at (co-founder and chief executive) Jerry Yang and the so-called independent board,” Gordon Crawford, portfolio manager for Capital Research Global Investors, the largest Yahoo shareholder, told the New York Times.

Microsoft, which initially offered Yahoo $31 a share, sweetened its bid last week to $33 a share, but Yahoo’s board refused to go below $37 a share, causing talks to fall through.

Sources familiar with the matter have told Reuters that Microsoft seriously entertained mounting a proxy campaign before deciding to withdraw its offer.

Although Microsoft never filed its proxy slate with regulators, another source told Reuters it had assembled a slate of 10 nominees to oppose Yahoo’s board, which comes up for re-election every year.

Former Nextel Partners CEO John Chapple, former Grey Global Group CEO Edward Meyer and Jaynie Studenmund, former chief operating officer of Overture Services, which was acquired by Yahoo, were among the nominees, according to press reports.