Yahoo and Icahn Reach Truce
Yahoo announced today that the company has reached a truce with billionaire corporate activist investor, Carl Icahn, with a settlement agreement. This strategic move settles the pending proxy battle led by Mr. Icahn a mere eleven days before the Internet pioneer’s 2008 stockholder meeting on August 1.
The terms of the agreement include:
- 8 Yahoo! board members standing for re-election at the annual meeting that include: Roy Bostock, Ronald Burkle, Eric Hippeau, Vyomesh Joshi, Arthur Kern, Mary Agnes Wilderotter, Gary Wilson and Jerry Yang.
- The current board member, Robert Kotick, will step down.
- Following the annual meeting, Yahoo! will then increase its current board from nine to eleven members.
- Carl Icahn will appointed to Yahoo!’s board.
- The two remaining board seats will be appointed from Mr. Icahn’s list of nine candidates.
- Carl Icahn will also withdraw his slate of proposed board members and will vote his portion of Yahoo! shares – 68,786,320 shares or 4.98% of Yahoo! common stock, in support of Yahoo!’s board nominees.
Roy Bostock, Yahoo! Chairman stated, “We are gratified to have reached this agreement, which serves the best interests of all Yahoo! stockholders,” as reported in Yahoo!’s press release, Yahoo! Announces Settlement with Carl Icahn. “We look forward to working productively with Carl and the new members of the Board on continuing to improve the Company’s performance and enhancing stockholder value.”
Carl Icahn is reported as stating, “I am very pleased that this settlement will allow me to work in partnership with Yahoo!’s Board and management team to help the Company achieve its full potential.” He continues by reiterating that he continues “to believe that the sale of the whole Company or the sale of its Search business in the right transaction must be given full consideration, I share the view that Yahoo!’s valuable collection of assets positions it well to continue expanding its online leadership and enhancing returns to stockholders.”
Jerry Yang, Yahoo! Co-founder and Chief Executive Office stated, “This agreement will not only allow Yahoo! to put the distraction of the proxy contest behind us, it will allow the Company to continue pursuing its strategy of being the starting point for Internet users and a must buy for advertisers.”
The settlement agreement was reached with only eleven days until the August 1st Yahoo! annual shareholders meeting and will put out the fire on the Icahn led proxy battle. It will also impede the possibility of an immediate business deal with Microsoft Corporation.
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Tags: Carl Icahn, Jerry Yang, Roy Bostock, Yahoo Icahn settlement, Yahoo News