Yahoo chairman and three directors to resign
Yahoo's chairman, Roy Bostock, and three other directors are to step
down as part of a boardroom clear-out, marking the latest attempt to win
back investor confidence as the US internet company pursues a change in
strategic direction.
Bostock announced the board-level changes, which include two new
independent directors, in a letter to shareholders on Tuesday. Also
stepping down at this year's annual meeting will be Vyomesh Joshi,
Arthur Kern and Gary Wilson. Bostock added that Maynard Webb, a former
number two at Ebay, and Alfred Amoroso, who once served on IBM's top
management committee, have been elected to replace them, and a search is
under way for other independent directors.
The moves, which will leave Yahoo with a seven-member board appointed
entirely since 2010, following intense pressure from Wall Street over a
number of recent missteps, including the handling of leadership
succession and the failure of negotiations over an acquisition by
Microsoft in 2008.
The timing of the announcement raised questions about whether Yahoo's
effort to sell its large minority stakes in Yahoo Japan and Alibaba had
slowed, since that might have prompted the company to accelerate the
announcement of its planned board changes as a way to appease investors.
In his letter, Bostock said progress was being made on the strategic
front, including in the talks with Yahoo's Asian partners, but added:
"The complexity and unique nature of these transactions is significant."
One person familiar with the sale negotiations said they were still
making progress and might reach a conclusion in March, though Yahoo's
hopes of reaching the outline of a deal before the end of this month
appeared to have been dashed.
"If this is going slower than Yahoo had hoped, it's because it's very
complicated," this person said. Another person familiar with the talks
said they were unlikely to be delayed by the board changes.
The deal being discussed, known as a "cash-rich split", would allow
Yahoo to escape taxes on its profits from the investments, though part
of the payment would have to come in the form of companies or other
operating assets that it could run alongside its own business.
Time has been running out for Yahoo to head off a shareholder battle
at its annual meeting, which usually takes place in June. Dan Loeb of
New York hedge fund Third Point has threatened a proxy fight to replace
directors and would need to submit proposals by late March - putting
pressure Yahoo to convince shareholders before then that it is making
progress with both internal changes and its strategic revamp.
Yahoo has already won some support from shareholders this year for
its appointment of former PayPal boss Scott Thompson as its new chief
executive and the resignation from the board of Jerry Yang, the
co-founder who some blamed for the failure of the Microsoft acquisition
talks.
However, the rest of the board has continued to face pressure
following the failure of Carol Bartz, who was sacked as chief executive
last September, to turn Yahoo around, and the slow pace of the strategic
overhaul since then. Bostock said the changes on the board would
"accelerate the company's transformation".
|