Thursday, May 22, 2008
Yahoo Update - AGM Postponed, Director Edward Kozel Resigns
In a just filed 8-K with the SEC, Yahoo says that "Mr. Edward Kozel resigned from the Board of Directors of Yahoo! Inc. Mr. Kozel noted in a letter to the Company that he had intended to leave the Board of Directors in February to spend more time with his family, but decided to stay on the Board of Directors following the Company’s receipt of an unsolicited proposal from Microsoft." As a result of this resignation, Yahoo reduced the size of the Board of Directors from ten directors to nine directors.
And this in the 8-K regarding the proxy fight with investor Carl Icahn. The Company is postponing the Company’s annual meeting until a date to be determined by the Board of Directors pending review and clearance of the Company’s proxy materials by the SEC. The record date for the annual meeting has been set as the close of business on June 3, 2008. The date for the annual meeting is currently expected to be around the end of July 2008.
And here's Yahoo's preliminary proxy statement. Please note that certain entities affiliated with Carl C. Icahn (the “Icahn Entities”) have provided notice that they intend to nominate their own slate of ten (10) nominees for election as directors at the annual meeting and solicit proxies for use at the annual meeting to vote in favor of their own slate in opposition to all of the nominees named in Proposal No. 1. We do not believe that election of the Icahn Entities’ nominees to our Board of Directors is in the best interests of our stockholders.
And there's more. It seems that it's not just Icahn who wants to replace Yahoo's Board. In addition to the Icahn Entities, two individual stockholders have provided notice that they intend to nominate themselves for election as directors at the annual meeting and a third individual stockholder has provided notice that he intends to nominate nine (9) individuals (not including himself) for election as directors at the annual meeting. We do not believe that any of these stockholders have complied with the requirements of the Company’s bylaws and we reserve all of our rights relating to such nominations, including the right to declare to the annual meeting that the nominations were defective and shall be disregarded.
So what's to be made of all this? Nothing much, except that Yahoo is stalling and buying itself time - Again. I wonder if that's such a good idea, considering that it gives Icahn and friends time to buy more Yahoo! shares, and to further solidify their support by bringing onboard even more supporters for the proxy fight. Please note that as per Yahoo! Inc.'s Delaware Incorporation by-laws, they must hold their AGM sometime around the end of July. So, this much you can say for sure - There will be no more postponements after this.
What's more interesting, though, is that Google co-founder Larry Page, at a forum held by the New America Foundation, a think tank in Washington DC, said he believes that its possible to set up a Google-Yahoo advertising deal which does not raise antitrust concerns and maintains Yahoo's autonomy. San Jose Mercury News report on his talk quotes Page as saying, regarding Google's oppposition to Microsoft taking over Yahoo, that "If you put 90 percent of communications in one company, that's really a big risk, especially one (Microsoft) that has a history of doing bad stuff." Page's appearance in Washington highlighted Google's growing presence in the capital. Google CEO Eric Schmidt is about to become chairman of the board of the New America Foundation, which seeks innovative, nonideological solutions to problems.
May 24th 2008 - Update 1 - Steve Ballmer exchanges sour grapes for rotten eggs. Speaking in Moscow, Ballmer says that "Yahoo was never the strategy we were pursuing, it was a way to accelerate our online advertising business...We will spend money on some acquisitions. You can do a whole lot of things with 50 billion dollars."
Which is what they should have done in the first place, instead of starting this whole sorry saga. If Ballmer had been been a bit more candid, he would have said that making a bid for all of Yahoo was a mistake. And speaking at Budapest University, Hungary, Ballmer dodges eggs from a student. Well, no need to analyze that. Just watch the youtube video.
And this in the 8-K regarding the proxy fight with investor Carl Icahn. The Company is postponing the Company’s annual meeting until a date to be determined by the Board of Directors pending review and clearance of the Company’s proxy materials by the SEC. The record date for the annual meeting has been set as the close of business on June 3, 2008. The date for the annual meeting is currently expected to be around the end of July 2008.
And here's Yahoo's preliminary proxy statement. Please note that certain entities affiliated with Carl C. Icahn (the “Icahn Entities”) have provided notice that they intend to nominate their own slate of ten (10) nominees for election as directors at the annual meeting and solicit proxies for use at the annual meeting to vote in favor of their own slate in opposition to all of the nominees named in Proposal No. 1. We do not believe that election of the Icahn Entities’ nominees to our Board of Directors is in the best interests of our stockholders.
And there's more. It seems that it's not just Icahn who wants to replace Yahoo's Board. In addition to the Icahn Entities, two individual stockholders have provided notice that they intend to nominate themselves for election as directors at the annual meeting and a third individual stockholder has provided notice that he intends to nominate nine (9) individuals (not including himself) for election as directors at the annual meeting. We do not believe that any of these stockholders have complied with the requirements of the Company’s bylaws and we reserve all of our rights relating to such nominations, including the right to declare to the annual meeting that the nominations were defective and shall be disregarded.
So what's to be made of all this? Nothing much, except that Yahoo is stalling and buying itself time - Again. I wonder if that's such a good idea, considering that it gives Icahn and friends time to buy more Yahoo! shares, and to further solidify their support by bringing onboard even more supporters for the proxy fight. Please note that as per Yahoo! Inc.'s Delaware Incorporation by-laws, they must hold their AGM sometime around the end of July. So, this much you can say for sure - There will be no more postponements after this.
What's more interesting, though, is that Google co-founder Larry Page, at a forum held by the New America Foundation, a think tank in Washington DC, said he believes that its possible to set up a Google-Yahoo advertising deal which does not raise antitrust concerns and maintains Yahoo's autonomy. San Jose Mercury News report on his talk quotes Page as saying, regarding Google's oppposition to Microsoft taking over Yahoo, that "If you put 90 percent of communications in one company, that's really a big risk, especially one (Microsoft) that has a history of doing bad stuff." Page's appearance in Washington highlighted Google's growing presence in the capital. Google CEO Eric Schmidt is about to become chairman of the board of the New America Foundation, which seeks innovative, nonideological solutions to problems.
May 24th 2008 - Update 1 - Steve Ballmer exchanges sour grapes for rotten eggs. Speaking in Moscow, Ballmer says that "Yahoo was never the strategy we were pursuing, it was a way to accelerate our online advertising business...We will spend money on some acquisitions. You can do a whole lot of things with 50 billion dollars."
Which is what they should have done in the first place, instead of starting this whole sorry saga. If Ballmer had been been a bit more candid, he would have said that making a bid for all of Yahoo was a mistake. And speaking at Budapest University, Hungary, Ballmer dodges eggs from a student. Well, no need to analyze that. Just watch the youtube video.
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