/// Yahoo Gives Dan Loeb a Fresh One, but Real Action in Proxy Fight Begins in Coming Weeks

May 3, 2012  |  All Things Digital


Earlier today, Yahoo released a letter talking itself up to investors, introing a new Web site called Yahoo Forward to do more bragging and — you guessed it — giving yet another smackdown to activist shareholder Dan Loeb of Third Point. The move comes as the proxy fight over the Silicon Valley Internet giant moves ever closer to its annual meeting, which is set to take place sometime this summer. In the letter, which had precisely zero new news, Yahoo recounted again that it tried hard to settle things with its disgruntled shareholder, but underscored its desire not to have Loeb on the board. Why? Because the man who owns about 6 percent of Yahoo — which is about 99.99 percent more than any other current board member, which seems to make him pretty interested in Yahoo’s fate — is not qualified to be a director. “The board continues to believe that Mr.

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Yahoo Gives Dan Loeb a Fresh One, but Real Action in Proxy Fight Begins in Coming Weeks


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/// Yahoo Gives Dan Loeb a Fresh One, but Real Action in Proxy Fight Begins in Coming Weeks

May 3, 2012  |  All Things Digital


Earlier today, Yahoo released a letter talking itself up to investors, introing a new Web site called Yahoo Forward to do more bragging and — you guessed it — giving yet another smackdown to activist shareholder Dan Loeb of Third Point. The move comes as the proxy fight over the Silicon Valley Internet giant moves ever closer to its annual meeting, which is set to take place sometime this summer. In the letter, which had precisely zero new news, Yahoo recounted again that it tried hard to settle things with its disgruntled shareholder, but underscored its desire not to have Loeb on the board. Why? Because the man who owns about 6 percent of Yahoo — which is about 99.99 percent more than any other current board member, which seems to make him pretty interested in Yahoo’s fate — is not qualified to be a director. “The board continues to believe that Mr. Loeb himself does not bring the relevant skill set and experience to the board, particularly in comparison to the candidates selected by the board,” the Yahoo letter read. “In addition, we believe that, based on the specific qualifications of Third Point’s nominees relative to Yahoo!’s business and opportunities, the candidates nominated by the board’s Nominating and Governance Committee are significantly superior to those proposed by Third Point. “ Buuuurn! (Not really.) Loeb has his own Web site, Value Yahoo , which he launched last month to pillory Yahoo . He used it today to post an infographic titled “The Incredible Shrinking Yahoo.” Buuuurn! (Not really.) In fact, the real fire could start as early as next week and in the months ahead when other Yahoo investors start to pick sides in the fight. That should really begin when independent proxy advisory firm Institutional Shareholder Service gives its recommendation on the issue to Yahoo investors. A backing by ISS for another prominent proxy advisor Glass Lewis will help Loeb, although he still has an uphill battle to convince other shareholders to vote down Yahoo, which has a new CEO in Scott Thompson and a mostly new board. That will be even more difficult, given how active Thompson has been in making a ton of productive-sounding moves, such as a recent restructuring which included 2,000 layoffs. While results will not be in for a while, a lot of we’re-hard-at-work strategery noise is probably a good tack for Yahoo. The company will surely try to drop some more Yahoo bombs on Loeb to burnish its chances in the coming month — most likely first around some sort of sale of its Asian assets, which might include a fat dividend to investors. (Investors like fat dividends and the people who give them fat dividends, by the way!) The company could also sell off some of its underperforming units, such as its advertising technology business and renegotiate its search partnership with Microsoft, all of which will give Yahoo more of a case that Loeb’s complaints are now unfounded. But don’t count Loeb out, either. He’s a deft campaigner and also deserves some credit for forcing Yahoo to make several of its recent moves to oust weak members of its longtime dysfunctional board. In that regard, at least, Loeb has been very relevant. Here’s Yahoo’s letter today, in full (the odd bolding is all done by the company): Yahoo! Shareholder Letter Outlines Forward Momentum and Urges Election of Its Board Nominees SUNNYVALE, California, May 2, 2012 — Yahoo! Inc.

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Yahoo Gives Dan Loeb a Fresh One, but Real Action in Proxy Fight Begins in Coming Weeks


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