Posted by: Rob Hof on May 22, 2008
Yahoo just announced in an SEC filing this afternoon that it’s delaying its annual meeting to the end of July, from a previously scheduled date of July 3. Yahoo also said in another filing that one board member, Skyrider Chairman Ed Kozel, is leaving to spend time moving his family to Europe this summer.
The company, in the middle of a maelstrom of dealmaking and corporate raider battling,
didn’t provide a reason for the postponement of the annual shareholders meeting said SEC rules require it to give regulators more time to review proxy materials from Carl Icahn, the corporate raider who on May 15 announced plans to replace Yahoo’s board. But it seems likely that it’s leaving itself time to sort out various potential deals, from Microsoft’s proposal to do a transaction involving Yahoo’s search advertising operations (possibly a prelude, many people still believe, to a full acquisition sooner or later) to a more limited search deal with Google. Of course, this delay also gives Icahn, who is fielding an alternate slate of 10 board members, more time to try to muscle Yahoo into the full Microsoft acquisition he and hedge-fund allies want.
Kara Swisher hears from her sources that Yahoo CEO Jerry Yang is starting to realize he needs to do some kind of big transaction to satisfy increasingly restive shareholders. It’s an outcome we also outline in a magazine story out today.
In yet another filing, Yahoo recommended against returning proxy cards that will be sent out by Icahn. Well, that would be one way to stop Icahn, but somehow I think shareholders will be making up their own minds. Yahoo also said two individual shareholders, besides Icahn, plan to nominate themselves to the board, and a third plans to nominate an alternate slate of nine directors, not including himself. But Yahoo said it doesn’t believe those shareholders complied with company bylaws.
It sure will be interesting to see what Yahoo board comes out of this contest, won’t it? The way it works, the nine people with the most “for” votes win seats, regardless of who nominated them. But it seems quite possible that not all of Yahoo’s current board will get re-elected, and any shift could tip the scales toward a set of directors inclined to sell Yahoo or do a company-busting big deal of some kind.
That’s if a deal doesn’t get done before the votes are officially tallied at the annual meeting. It almost certainly will, though, since the last thing Yahoo’s current board will want is an annual-meeting drama from which it surely won’t emerge to cheers from an adoring audience.