SUNNYVALE, Calif., Aug 01, 2008 (BUSINESS WIRE) -- Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet company, announced today that, at the Company's annual meeting of stockholders held earlier today, stockholders re-elected all of Yahoo!'s nominees to the Board of Directors.
In addition, stockholders voted to approve the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm. Stockholders rejected proposals relating to a pay-for-superior-performance principle for executive compensation, the establishment of policies on Internet censorship and the creation of a Board committee on human rights.
Roy Bostock, Chairman of Yahoo!, said, "We now look forward to executing on our strategy and continuing to build our great Company. Last year, Yahoo!'s Board of Directors and management took steps to thoroughly reexamine the Company's direction and to improve the Company's performance. Since then Yahoo! has made significant strides in executing on its strategy, performing particularly well in light of the challenging circumstances of the past six months. Our Board looks forward to continuing to work with management to maximize value for all stockholders."
Jerry Yang, CEO of Yahoo!, said, "We are at a unique point in our history, where we have the eyes of the world focused on our Company and tracking our performance. We are redoubling our commitment to driving sustained, profitable growth for our stockholders. The value inherent in Yahoo!'s unique collection of assets is truly extraordinary, and the progress we've made on our initiatives this year signals our ability to capitalize on the underlying potential of these assets."
At a meeting of the Yahoo! Board of Directors immediately following the Annual Meeting, the Board appointed Carl Icahn to the Board to fill the seat vacated by Robert Kotick, whose resignation from the Board became effective immediately following the Annual Meeting. The Board of Directors also voted to expand the Board from 9 members to 11. The Board expects to name the directors to fill the remaining two Board seats by August 15, 2008.
The detailed voting results of the shares cast at the meeting on the election of Directors are as follows:
Director Shares For % For Shares Withheld % Withheld Roy J. Bostock 832,023,657 79.5% 214,071,927 20.5% Ronald W. Burkle 849,373,291 81.2% 196,722,293 18.8% Eric Hippeau 948,862,579 90.7% 97,233,005 9.3% Vyomesh Joshi 971,594,650 92.9% 74,500,934 7.1% Arthur H. Kern 814,871,925 77.9% 231,223,659 22.1% Robert A. Kotick 967,044,818 92.4% 79,050,766 7.6% Mary Agnes Wilderotter 964,939,727 92.2% 81,155,857 7.8% Gary L. Wilson 856,006,576 81.8% 190,089,008 18.2% Jerry Yang 893,055,602 85.4% 153,039,982 14.6%
At the meeting, stockholders also ratified the appointment of the Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, with 1,021,286,375 shares voting for, 9,952,603 shares voting against and 14,856,606 shares abstaining. Stockholders also voted to reject a pay-for-superior-performance proposal, with 339,808,082 shares voting for, 681,650,539 shares voting against and 24,636,963 shares abstaining. Stockholders also voted against a proposal relating to Internet censorship, with 54,531,125 shares voting for, 889,546,203 shares voting against and 102,018,256 shares abstaining. A proposal offered to amend Yahoo!'s Bylaws to establish a Board committee on human rights failed, with 41,874,370 shares voting for, 932,055,232 shares voting against and 72,165,982 shares abstaining.
Total shares represented at the meeting were 1,046,095,584, representing 75.8% of the 1,381,008,701 shares outstanding as of the record date, June 3, 2008.
This press release (including without limitation the statements and information in the quotations in this press release) contains forward-looking statements that involve risks and uncertainties concerning Yahoo!'s expected financial performance, as well as its strategic and operational plans. Actual results may differ materially from those described in this release due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the expected benefits of the commercial agreement with Google may not be realized, including as a result of actions taken by United States or foreign regulatory authorities and the response or acceptance of the agreement by publishers, advertisers, users and employees; the implementation and results of Yahoo!'s ongoing strategic initiatives; the impact of organizational changes; Yahoo!'s ability to compete with new or existing competitors; reduction in spending by, or loss of, marketing services customers; the demand by customers for Yahoo!'s premium services; acceptance by users of new products and services; risks related to joint ventures and the integration of acquisitions; risks related to Yahoo!'s international operations; failure to manage growth and diversification; adverse results in litigation, including intellectual property infringement claims; Yahoo!'s ability to protect its intellectual property and the value of its brands; dependence on key personnel; dependence on third parties for technology, services, content and distribution; general economic conditions and changes in economic conditions; potential continuing uncertainty arising in connection with Microsoft's various proposals to acquire all or a part of Yahoo!; the possibility that Microsoft or another person may in the future make other proposals, or take other actions which may create uncertainty for our employees, publishers, advertisers and other business partners; and the possibility of significant costs of defense, indemnification and liability resulting from stockholder litigation relating to such proposals. More information about potential factors that could affect Yahoo!'s business and financial results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Yahoo!'s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as amended, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, which are on file with the Securities and Exchange Commission ("SEC") and available at the SEC's website at www.sec.gov. All information in this release is as of August 1, 2008, unless otherwise noted, and Yahoo! does not intend, and undertakes no duty, to update or otherwise revise the information contained in this press release.
About Yahoo! Inc.
Yahoo! Inc. is a leading global Internet brand and one of the most trafficked Internet destinations worldwide. Yahoo! is focused on powering its communities of users, advertisers, publishers, and developers by creating indispensable experiences built on trust. Yahoo! is headquartered in Sunnyvale, California.
Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of Yahoo! Inc. All other names are trademarks and/or registered trademarks of their respective owners.
SOURCE: Yahoo! Inc.
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