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It's finally over - after months of speculation and corporate politics, the Yahoo annual meeting has finally concluded with the re-election of the current board of directors. Of course, the result was not entirely unexpected after board rival Carl Icahn had called off hostilities and entered into an agreement with the management which would see him and two of his nominees elected to an expanded board at a later date. He was a notable absentee at the meeting. (See: Icahn to join Yahoo! board; calls-off proxy slate) While CEO Jerry Yang received a whopping 85 per cent of the votes cast, chairman Roy Bostock was re-elected with about 80 per cent of the votes. However, the picture was not completely rosy. A sizeable number of votes were withheld for Yang and Bostock in a sign of investor discontent with the Web portal's board. Bostock received a 20.5 per cent withhold vote, while Yang received a 14.6 per cent withhold vote. Director Arthur Kern had 22.1 per cent of votes withheld while Ron Burkle had 18.8 per cent and Gary Wilson had 18.2 per cent. Kern, Bostock and Burkle are members of the board's compensation committee and had been the target of a 'Vote No' campaign by a group that criticized the group's decisions. Executives and board members tried to soothe dissenting investors, insisting Yahoo had been serious in the Microsoft talks and that it had good prospects in the next three years. Yang said today that Yahoo is on the verge of seeing its internet advertising strategy pay off. ''We are still in the middle of a massive transformation. The Internet is still the only industry, really, that's growing in advertising revenue.'' Chief Financial Officer Blake Jorgensen said Yahoo is seeing sales growth even amid the economic slowdown. He said the company's balance sheet is ``extremely healthy'' and that Yahoo may repurchase shares and make acquisitions in years to come. Seeking to counter attempts by some to blame Yang for talks collapsing, Bostock said Yahoo's board "called the shots" when discussing Microsoft's proposals, including a $47.5 billion bid and attempts to buy Yahoo's Web search business. Bostock said today that Microsoft never made its $33 a share offer in writing, calling it an ''offhand comment'' that was never communicated explicitly to the board. The software maker also didn't talk about regulatory implications of the deal, he said. Yahoo and Microsoft have sparred over what happened during the negotiations. ''Yahoo is attempting to rewrite history yet again with statements that are not supported by the facts,'' Redmond, Washington-based Microsoft said today in an e-mailed statement. Although there was some dissent, the mood in the management camp was largely euphoric. Yahoo officials, who had braced for a stronger protest vote after the tumultuous Microsoft saga and older grievances over Yahoo's slipping performance against Google Inc, were pleasantly surprised by the show of support by the majority of the investors. As expected, Yahoo's board faced some tough questions from some shareholders who are disappointed that a merger pact with Microsoft didn't materialize. Activist investor Eric Jackson told Yahoo's executives and board members that they "overplayed" their hand in the Microsoft negotiations. "I think you're overpaid on compensation, and you've overstayed your welcome," Jackson said. "Will you do the honorable thing, if there's a high 'against' vote, and step down from this board?" Bostock rejected the charges. All of Yahoo's current directors stood for re-election. If any received more than 50 per cent "against" votes, they would have been required to resign. Existing board members will now remain, with the exception of Robert Kotick. According to a pact with Icahn, the activist investor will replace the departing Kotick, and will also be able to recommend candidates for two additional directors. Yahoo in recent weeks has also launched a public-relations counterattack against Icahn and Microsoft that's swayed some institutional investors, and finally led to the settlement with Icahn. The company's message has essentially been that Microsoft caused the merger talks to collapse, and that Icahn had had no coherent plan for the future. In what proved to be a key blow to Icahn, Bill Miller, chief investment officer of Legg Mason Capital Management, Yahoo's second-largest institutional investor, came out in support of Yahoo's slate weeks before Friday's meeting. (See: Major shareholder supports Yahoo CEO against Carl Icahn)
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