Tag Archives: yhoo

Yahoo Reportedly Plans To Amend Bylaws; Proxy Battle Looms

Yahoo ( YHOO ) is implementing “proxy access” — an increasingly used strategy making it easier for longtime shareholders to nominate a board member — as the company girds for what’s being called an epic proxy battle. Yahoo said  that it had amended its bylaws to allow a stockholder or group of as many as 20 investors that hold at least 3% of its shares continuously for three years to nominate directors, according to a report in the Wall Street Journal. The move goes into effect after Yahoo’s 2016 annual meeting, which is expected in June or July. Activist hedge fund investor Starboard Value has nominated its full slate of directors under Yahoo’s existing bylaws. The newly announced proxy-access change wouldn’t have affected Starboard’s ability to replace the directors even if proxy access had been in place for the upcoming meeting, Patrick McGurn, special counsel for proxy advisory firm Institutional Shareholder Services, told the WSJ. About 21% of S&P 500 companies have adopted proxy access, up from about 1% in 2014, according to ISS. Apple ( AAPL ) amended its company bylaws in December to make it easier for shareholders to make board nominations.  General Electric ( GE ) and AT&T ( T ) are among other companies that have instituted proxy access, said the WSJ, with 117 U.S. companies embracing the change last year. At the annual meeting, Yahoo shareholders will vote on whether to replace all nine board members with a slate nominated by Starboard, which wants to see change. Starboard  said last week that since Yahoo CEO Marissa Mayer and others in the company’s leadership “have repeatedly failed shareholders,” the hedge fund wants to sweep out all of the ailing Web company’s directors and replace them with its own slate. Yahoo advisors have contacted potential buyers, including Verizon Communications ( VZ ), IAC/InterActivecorp ( IAC ) and Time ( TIME ), as well as private-equity firms TPG and KKR ( KKR ). Yahoo stock rose a fraction Thursday but was down a fraction in midday trading in the stock market today , near 36.

Yahoo Preps Legal ‘Nuclear Weapon’: Report; Proxy Battle Looms

Yahoo ( YHOO ) is implementing “proxy access” — an increasingly used strategy making it easier for longtime shareholders to nominate a board member — as the company girds for what’s being called an epic proxy battle. “It is the nuclear weapon that is a measure of last resort,” Bess Joffe, head of corporate governance at major asset manager TIAA-CREF,  told the Wall Street Journal in January about why more companies are adopting the “proxy access” measure. Yahoo said that it had amended its bylaws to allow a stockholder or group of as many as 20 investors that hold at least 3% of its shares continuously for three years to nominate directors, according to a report in the Wall Street Journal. The move goes into effect after Yahoo’s 2016 annual meeting, which is expected in June or July. Activist hedge fund investor Starboard Value has nominated its full slate of directors under Yahoo’s existing bylaws. The newly announced proxy-access change wouldn’t have affected Starboard’s ability to replace the directors even if proxy access had been in place for the upcoming meeting, Patrick McGurn, special counsel for proxy advisory firm Institutional Shareholder Services, told the WSJ. About 21% of S&P 500 companies have adopted proxy access, up from about 1% in 2014, according to ISS. Apple ( AAPL ) amended its company bylaws in December to make it easier for shareholders to make board nominations.  General Electric ( GE ) and AT&T ( T ) are among other companies that have instituted proxy access, said the WSJ, with 117 U.S. companies embracing the change last year. At the annual meeting, Yahoo shareholders will vote on whether to replace all nine board members with a slate nominated by Starboard, which wants to see change. Starboard  said last week that since Yahoo CEO Marissa Mayer and others in the company’s leadership “have repeatedly failed shareholders,” the hedge fund wants to sweep out all of the ailing Web company’s directors and replace them with its own slate. Yahoo advisors have contacted potential buyers, including Verizon Communications ( VZ ), IAC/InterActivecorp ( IAC ) and Time ( TIME ), as well as private-equity firms TPG and KKR ( KKR ). Yahoo stock rose a fraction in the stock market today , to 36.81.

Yahoo CEO Mayer Gets A Bigger Golden Parachute If The Company Sells

Yahoo ( YHOO ) CEO Marissa Mayer has a bit of extra incentive to sell the ailing Internet company, which is facing a proxy fight. According to CNN Money, Mayer gets $37 million if she’s fired after selling the Sunnyvale-based company, under the terms of her employment contract . But she’ll be paid only $12.5 million if she’s let go without a sale. In that case, Mayer would take home $1 million in salary, a $2 million cash bonus and $9.5 million in stock that would vest in 2016, the report says . But being ousted after a sale significantly ups the ante by triggering “the release of all her stock awards. In virtually any other scenario, Mayer would have needed to stay at Yahoo for a certain period of time in order to cash out those rewards,” said CNN Money. In either scenario, her golden parachute will be worth significantly less now than it was a year ago, since the price of Yahoo stock has fallen 18% over the past 12 months. On Wednesday, Yahoo stock rose a fraction, to 36.56. A year ago, Mayer would have taken home $110 million had she lost her job because of Yahoo’s sale and $26 million if she was let go without a sale, the report said. Mayer, who joined Yahoo in 2012, earned $42 million in cash and stocks in 2014, CNN Money said. Her 2015 compensation is expected to be reported next month. Sale or not, Yahoo is facing rough waters. Last week, in a letter charging the current board of Yahoo with failing to deliver results for its shareholders, activist investor Starboard Value announced that it wants to sweep out all of the ailing Web company’s nine directors and replace them with its own slate during Yahoo’s 2016 shareholder meeting. The letter — from Starboard Value managing member Jeffrey Smith, one of Starboard’s slate of Yahoo board nominees — indicates that Starboard also doesn’t trust Yahoo’s current directors to perform in terms of either the strategic review of Yahoo’s core search and display-ad business or with the eventual fate of Yahoo’s 15% stake in China e-commerce giant Alibaba Group ( BABA ) and its holdings in Yahoo Japan. Yahoo this month appointed two members to its board, Catherine Friedman, a former managing director at Morgan Stanley ( MS ), and Eric Brandt, a former chief financial officer of Broadcom ( AVGO ). Yahoo’s revenue growth has stalled for nearly a decade as ad dollars continue to slip away to rivals including Facebook ( FB ), Netflix ( NFLX ), Alphabet ( GOOGL )-unit Google, and others that include high-profile startups Snapchat and Pinterest. Yahoo has reportedly gotten interest from as many as 40 groups who have until April 11 to submit preliminary bids for its core business and Asian operations.