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In what Yahoo ( YHOO ) CEO Marissa Mayer called a “constructive resolution,” the troubled Web portal announced Wednesday that it had reached an agreement with activist investor Starboard Value to add four new independent directors to the company’s board. In March, Starboard had proposed replacing Yahoo’s entire nine-member board with its own slate, saying Yahoo’s current management team and board had “repeatedly failed shareholders” and shouldn’t be in charge of a strategic review of Yahoo’s core search and display ad business or determine the fate of Yahoo’s 15% stake in China e-commerce giant Alibaba Group ( BABA ) and its holdings in Yahoo Japan. Under the agreement announced Wednesday, Starboard has withdrawn its director nominees. Instead, Yahoo will add four new independent directors, including Starboard CEO and Chief Investment Officer Jeffrey Smith. Also joining the Yahoo board are Tor Braham, a former managing director and global head of technology mergers and acquisitions for Deutsche Bank Securities; media executive Eddy Hartenstein; and Richard Hill, the former interim CEO of Tessera Technologies ( TSRA ). At the company’s upcoming annual meeting, two incumbent directors will not stand for re-election, giving Yahoo an 11-member board going forward, the company said. “This constructive resolution will allow management and the board to keep our focus on our extremely important objectives,” Mayer said in a statement. Starboard’s Smith said, “We look forward to getting started right away and working closely with management and our fellow board members with the common goal of maximizing value for all shareholders.” Yahoo is in the process of evaluating buyout offers. Yahoo stock has more than doubled since Mayer, who had been a top executive at Alphabet ‘s ( ) Google, was hired as CEO in July 2012. But she’s been unable to spark significant earnings and revenue growth, and Yahoo has struggled to build online- and mobile-ad revenue vs. rivals Google, Facebook ( FB ) and others. Yahoo stock was down 1% in midday trading in the stock market today , near 37, down 18% in the past 12 months but up 40% since early February in anticipation of a sale. Last week, Yahoo gave no specifics on its efforts to find a buyer for its core business and perhaps its big stakes in Alibaba and Yahoo Japan. Most of Yahoo’s value comes from its Alibaba stake. Yahoo’s total market cap is near $34.8 billion. Yahoo last week reported Q1 earnings and revenue that topped Wall Street expectations, but its Q2 revenue outlook lagged analyst expectations. For Q2, the company forecast revenue of $1.05 billion to $1.09 billion, down 14% at the midpoint and below consensus views of $1.102 billion. Yahoo had reportedly had set a deadline of April 18 for bids by potential acquirers, with Verizon Communications ( VZ ), which owns AOL, rumored to be among the most active bidders. For Q2, Yahoo forecast revenue of $1.05 billion to $1.09 billion, down 14% at the midpoint and lagging consensus views of $1.102 billion. Alibaba stock was down nearly 2% midday Wednesday, near 77, while Verizon stock was up nearly 2%, near 51. Scalper1 News
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