Icahn to join Yahoo! board; calls-off proxy slate

21 July 2008

Yahoo and activist investor Carl Icahn have called off hostilities and have agreed to a compromise that puts him on the company's board

In an anti-climax of sorts, the Yahoo management today struck a deal with billionaire investor Carl Icahn that includes a seat for himself with two nominees on the board at the upcoming meeting on 1 August.

The two new directors would be chosen from a list that includes the eight remaining members of the previous Icahn slate plus Jonathan Miller of Velocity Interactive, who had also been CEO of AOL.

The following eight members of Yahoo's current board will stand for re-election at the 2008 annual meeting - Roy Bostock, Ronald Burkle, Eric Hippeau, Vyomesh Joshi, Arthur Kern, Mary Agnes Wilderotter, Gary Wilson and Jerry Yang. Existing board member Robert Kotick will stand down to make way for Icahn.

As part of the settlement, Icahn, who owns an aggregate of 68,786,320 shares, or 4.98 per cent of Yahoo common stock, has agreed to withdraw his nominees for consideration at the annual meeting and to vote his Yahoo shares in support of the board's nominees.

The settlement comes just 11 days before Yahoo's annual shareholders meeting, at which Icahn had originally sought to replace the entire board with his own nominees and oust Yahoo CEO Yang.