Yahoo sets stage for proxy fight with Icahn
Published: 04 Jun 2008 08:58 BST
Yahoo announced on Tuesday that it will hold its annual shareholders meeting on 1 August, setting the stage for a contentious proxy battle with billionaire shareholder Carl Icahn.
The shareholders meeting will be held at 10am PDT at a hotel in San Jose, California.
Yahoo will be asking its shareholders to re-elect its current board of nine directors, while Icahn is challenging the board with his own slate of dissident directors.
Icahn, at the time he filed his preliminary proxy, said he felt the current Yahoo board acted "irrationally" when it did not accept Microsoft's sweetened buyout bid of $33 (£17) a share. Microsoft later withdrew its buyout bid and Icahn filed his proxy slate days later.
Yahoo, in the following week, announced it would delay its 3 July shareholders meeting until late July, in an effort to give the US Securities and Exchange Commission (SEC) time to review its preliminary proxy materials. The company also announced that one of its directors, Edward Kozel, would resign, in preparation of moving his family to Europe.
Once Yahoo and Icahn file their definitive proxies with the SEC and distribute them to investors, they will meet with investors to make their best pitch for voting for their respective slate of directors.
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Investors in the coming weeks will be deluged with competing proxy cards from Yahoo and Icahn, asking shareholders to disregard each other's material, along with, in all likelihood, some barbs tossed over the fence.
Some of the latter has already begun, with Icahn calling for the ousting of Yahoo co-founder and chief executive Jerry Yang, according to a report in The Wall Street Journal.
If Icahn is successful with his proxy fight and wins a majority of the board seats, it could trigger Yahoo's employee-severance plans, which may potentially cost the internet search pioneer as much as $2.13bn (£1.09bn)in payouts, according to documents filed in a shareholders lawsuit against Yahoo.
The shareholders are asking the Delaware Chancery Court to invalidate the severance plans, but no date has been set for a court hearing.
Credit: Yahoo sets shareholders meeting for August 1 from CNET News
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