Kara Swisher

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Yahoo's Annual Meeting and Semel Roast?

Please see this disclosure related to me and Google.

Like a lot of other reporters, I will be attending Yahoo’s annual meeting of stockholders, which is being held tomorrow at 10 a.m. PDT at the Santa Clara Convention Center in Silicon Valley.


A lot of shareholder disgruntlement over Yahoo’s stock and growth performance (moribund), its management turmoil (a lot of turnover, which actually indicates moribundity) and now the revelations last week of overblown pay for its CEO Terry Semel (the polar opposite of moribund) could mean a rough meeting for the board.

But here is a prediction: Nothing will happen. At all.

This should come as a shock to no one, except those who believe what happens in the movies like the ones that Semel used to make in his former incarnation as a Hollywood mogul. Shareholder meetings, no matter how troubled a company is, usually are quite stilted and scripted affairs, where no one gets dramatically ousted or anyone is even slightly surprised.

In my many years as a business reporter, I have attended a lot of meetings at a lot of companies in turmoil and I probably could have taken a nap through most of them. And that was even when legendary corporate gadfly and shareholder activist Evelyn Y. Davis had the floor.

Not that there’s not a lot that management should answer for, the latest being news unveiled last week of Semel’s compensation last year of $71.7 million. Most of that, let’s be clear, is made up of six million stock options he got for the token gesture of dropping his salary to $1 from $600,000, but 800,000 more are a performance bonus in a year where his performance was lackluster.

They have other good reasons for their agitation, of course, including recent management instability, poor morale and, most especially, the company’s continued inability to catch rival Google in the competition to monetize search. (I have written a lot about Yahoo in this blog, most recently in this post about the sudden departure of its tech head, Farzad Nazem.)

But that salary (on top of the hundreds of millions of dollars Semel has garnered over the years in his job) will be a good excuse for shareholder activists to call for Semel’s ouster, and also for some on the board, tomorrow. That includes shareholder activist Eric Jackson, who is rallying investors of several million shares to back his “Plan B” for Yahoo here, where he has posted a video on the subject:

While all this might spell some lively questions from the audience, I am guessing, they can wait until Semel is good and ready to leave, and here’s a bunch of reasons why:

1. The board will not act. It is highly unusual for a board, especially a Semel-friendly one such as this, to move to oust a CEO. This one simply won’t, unless there are unbelievable pressures put on it by a major shareholder or someone like co-founder Jerry Yang (also on the board).

2. Jerry Yang (and also co-founder David Filo) is simply not someone who would ever lead a boardroom coup. For anyone who knows him even a little bit, such aggressive behavior is just not in the nature of Yang, who is deliberate and not known as a boat-rocker.

3. There is no outside investor influential enough–at this point–to force Semel to leave. Let’s face it, even the very persistent Carl Icahn couldn’t move Time Warner CEO Dick Parsons an inch out of his seat a while back. While Yahoo provides slightly better arguments for fresh management, it is hard to get rid of a CEO.

4. Nothing will happen until it is completely clear that results are in for Yahoo’s new Panama system for monetization, which Semel has pushed and is banking on. The success–or lack thereof–of the upgrade, made in order to better compete with Google, will be entirely clear in a quarter or two, so any real move to oust Semel (or any true consideration of offers Yahoo has gotten to be acquired) will not take place until then.

5. There’s no successor in place yet. Although former CFO Sue Decker is all lined up as next-in-line, and she holds a key position as head of one of three top jobs at Yahoo (the other two sit unfilled), no one internally or externally (especially the press and Wall Street) has had enough time to judge her performance.

6. The way for Semel, 64, to leave will likely be on his own steam, once the focus is off his salary and Panama improves Yahoo’s prospects. But, I am almost certain that he will not leave in the midst of this mess. Sure, he’s made a lot of money in this stint as an Internet mogul, but like any leader, he wants to go out on a much better note.

And you don’t have to like happy Hollywood endings to appreciate that this is perhaps the most important point of all.

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There was a worry before I started this that I was going to burn every bridge I had. But I realize now that there are some bridges that are worth burning.

— Valleywag editor Sam Biddle