Yahoo Vote Recount Shows How Close Yang And Bostock Were To Being Ousted From The Board
by Erick Schonfeld on August 6, 2008

Yahoo’s retally of its shareholder votes shows the deep-seated anger among shareholders and how close CEO Jerry Yang and chairman Roy Bostock were to being ousted from the board of directors. The votes had to be recounted after one of Yahoo’s largest shareholders, Capital Research and Management, questioned the initial results. (The miscount was the fault of Broadridge Financial Solutions, the proxy processor—their credibility is shot now). Half of the “No” votes for Yang and Bostok were initially never counted. Instead of the initially reported 15 percent and 21 percent of votes withheld for Yang and Bostock, respectively, the true “No” votes were double that: 34 percent for Yang and a whopping 40 percent for Bostock.

Those numbers are dangerously close to what would have been needed to kick them off the board. And it raises the question of what would have happened if Carl Icahn had decided not to back down from a full proxy battle. While it is doubtful that Icahn would have been able to overturn the entire board, he might have been successful removing Yahoo’s chairman and CEO. Between himself and other allies such as John Paulson and T. Boone Pickens (who ended up selling his shares at a loss), the Icahn contingent controlled at least 10 percent of the votes. That could have been enough to get rid of Bostock (depending on how Paulson voted his 4 percent stake). And keeping up the public pressure could have won over enough votes to kick Yang off his own board as well.

That’s too close for Yang & Co. to feel too secure about their standing with shareholders, in case they had any doubt before about what investors really think. Based on the recount, other board members that shareholders want to fire include Ronald Burkle (38 percent “No” votes), Arthur Kern (32 percent “No” votes), and Gary Wilson (28 percent “No” votes).

All together, that’s half the board within striking distance of being replaced. Did Icahn miscalculate when he backed down? Or are the three board seats he now has in hand better than the five in the bush he could have had a shot at?

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  • silicon valley dropout - August 6th, 2008 at 9:14 am PDT

    how can you kick a guy out whose salary is a dollar

    • You can kick him out because he is destroying value for shareholders and because he is not serving the best interest of the shareholders. His salary is irrelevant and frankly, for a big company to pay a few million to a A+ CEO is a bargain vs. one that is being paid $1 and can’t get the job done.
      Don’t forget either that Yang is still getting differed compensation in the form of stock/options.

  • Y! will continue to surprise the world… (what else?!) :P

  • is there an internet company (with actual revenue) that has lower morale than Yahoo right now? Can they do anything right? What a complete joke!

  • Yahoo with all of its surprises… day after day.
    http://blabtech.blogspot.com

  • Ah, good point but Twitter doesn’t have any revenue so their morale should be the same as it always has been.

  • Yahoo BOSS has lots of potential. They need to hurry up and release more features for it through. Right now its more like a traditional search APi with unlimited usage rights.

  • Recommend TechCrunch be renamed to “Schadenfreude” or “Roman Holiday”. Either one would better represent its evolution from a positive technology blog ( 2005 – 2007 ) to its current role as the “Statler and Waldorf” of software.

    “…Schadenfreude is enjoyment taken from the misfortune of someone else. A more common English expression with a similar meaning is ‘Roman holiday’, a metaphor taken from the poem “Childe Harold’s Pilgrimage” by George Gordon, Lord Byron, where a gladiator in Ancient Rome expects to be “butcher’d to make a Roman holiday” while the audience would take pleasure from watching his suffering.

    …The term suggests debauchery and disorder in addition to sadistic enjoyment.”

    • There’s just no critical distance in these stories. The board agitation seems obvious in hindsight to be engineered to anticipate the annual meeting, and to some extent it worked similarly to how Presidential candidates drag their opponents down in the media to affect poll numbers. It didn’t work, and I think we can say that while some shareholders expressed some sympathy for the PR blitz that it wasn’t enough. Yang is safe for now and as we’ve seen in the past few weeks Yahoo is releasing great new features (like they’re supposed to).

  • Yahoo to purchase twitter? Rumors are flying.

    Roy
    http://www.read...ex.php?RTA=web2

  • Yahoo! when things like this happen it shows that the company wouldnt hold under pressure

  • What are some other companies with disgruntled shareholders that Broadridge has counted? Sounds like a standing recount might be in order.

    Seems like they really messed up to the point that the SEC should look into prior counts and whether some shenanigans were played here on purpose. Such a remarkable unlikely event to have a huge shareholder demand a recount that perhaps there was an attempt by Broadridge to make their client (Bostock and Jerry write their checks!) look better, assuming that they would not get caught.

    Wonder if there was any intent or if it is just incompetent. Either way, they should be held accountable…so, who (names, please) runs Broadridge and sits on its board…

  • hey eric…

    i’m not sure how you get that someone was close to being off the board, when they have 60% of the vote….

    and to your point, regarding the issue as to what may have happened had icahn continued… who the hell knows! the shares that were not voted, may very well have voted to maintain yang, to make sure icahn didn’t have the ability to really fu*k up yahoo…

    you’re kind of turning into a troll with some of your thoughts.. but then this is an opinion site now isn’t it…

    you get what you pay for i guess…

    peace!

  • The board really should authorize a salary increase for Jerry so he can afford a proper haircut.

  • @ImageCo : Amen.

    @Yahoo: Fire the dude, anyway. Lordy. Your stock is going nowhere. M$oft buyout would have made stockholders money. You said no. Bad decision. Get fired.

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