Yahoo Delays Annual Meeting, Says Goodbye To A Director
Speaking of directors, the board has now shrunk from 10 to 9 members: Edward Kozel is going to spend more time with his family, which he's moving to Europe. Nothing odd about the timing, Yahoo insists -- he was planning on leaving in February, but stuck around to see the Microsoft deal through. No word on who's going to replace him.
Icahn's filing has details on all his recent YHOO transactions - interesting to read.
yahoo's filing:
http://www.sec.gov/Archives/edgar/data/1011006/000089161808000285/f37157prpre14a.htm
Icahn's filing:
http://www.sec.gov/Archives/edgar/data/921669/000092847508000191/0000928475-08-000191.txt
Sometime next week announce a deal with GOOG. The effect of this deal to the bottom-line will show up in the next YHOO earnings call in third week of July. If YHOO shows significant and promising improvement in both top-line and bottom-line, then it will be very hard for Icahn to win the proxy battle. The shareholder meeting would be in a few days after the earnings announcement.
This move implies that current YHOO board is determined to fight it out at the shareholders meeting. So the chances of any kind of deal with MSFT have gone down, unless MSFT pays up ~$35+, which is unlikely.
Yahoo might realize that its best defense against Icahn is a few months time.
--
I read the filing. It's a perfectly understandable delay resulting from the slate filing by Icahn. Had he not filed the slate (there was no guarantee that he or anyone else would, until he actually d-i-d), they wouldn't have needed to change the meeting date because MSFT had already removed their slate.
Even if some common "joeblow" had filed one or more directors in a slate, they wouldn't have delayed the meeting.
But Icahn represents a formidable campaign and Yahoo would obviously need a few more weeks to prepare an adequate defense. This annual meeting has essentially taken on the aspects of a trial with the shareholders serving as jurors.
In one sense the annual meeting is indeed something that Yahoo's management would benefit from delaying indefinately. I don't expect, but would have to reasonably anticipate, that they could yet delay it again... even at the risk of requiring Icahn to appeal to the Delaware Chancery Court to command the meeting and set the date.
This board is serious about not yielding control to Icahn. They won't leave any rock unturned looking for opportunities to prevent him from defeating the board... and they'll use any permissible tactic available to them.
And, yes, any delay does of course also provide the benefit of giving Yahoo more time for the opportunity to construct any deal, with MSFT, Google or anybody else. Any such deal might satisfy Icahn, or it might not... but satisfying Icahn is not the board's primary purpose at this time.
This will be fun to watch. I'd almost buy a ticket.
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