Yahoo fills board seats
- 14 August, 2008 22:00
Yahoo has filled the two empty seats on its board of directors by picking former Viacom CEO Frank J. Biondi Jr. and former Nextel CEO John H. Chapple, the company has said.
As Yahoo had previously agreed, it picked both seasoned executives from a list of candidates hand-picked by billionaire investor Carl Icahn.
After Microsoft abandoned its three-month attempt to acquire Yahoo in May, an irate Icahn threatened to launch a proxy fight to oust Yahoo's board and CEO Jerry Yang.
Icahn, like other large shareholders, blasted Yang and the board for, in his view, sabotaging Microsoft's merger negotiations to protect their own financial interests.
Icahn, who owns almost 5 percent of Yahoo's common stock, formed a 10-person slate of candidates -- himself included -- whom he said would be more willing to consider a Microsoft bid.
However, Microsoft repeatedly said it was no longer interested in acquiring all of Yahoo and, shortly before the showdown at the Aug. 1 shareholders meeting, Icahn agreed to drop his proxy fight.
In exchange, Yahoo offered him a board seat and agreed to fill two other seats with candidates in his slate, as well as consider former AOL CEO Jonathan Miller by Icahn's recommendation. Time Warner later forbid Miller from being considered, citing an existing noncompete clause in his AOL severance agreement. Both Biondi and Chapple were on Icahn's original slate.
Now, Yahoo's board is made up of eight returning directors, including Yang and chairman Roy Bostock, and new members Icahn, Biondi and Chapple. Prior to his agreement with Yahoo, Icahn engaged in an acrimonious debate via public statements and letters with Yang and Bostock. However, Icahn has significantly toned down his rhetoric, saying he looks forward to working with the incumbent board members.
Icahn's last-minute appeasement, however, didn't help Yang, Bostock and incumbents Ronald Burkle and Arthur Kern. All of them received less than 70 percent of shares voted at the meeting, a clear show of shareholder displeasure with their performance. A fifth incumbent, Gary Wilson, received 72.3 percent of shares voted, also low by shareholder-vote standards. The other four incumbents were all above the 90 percent mark.