Kara Swisher

Recent Posts by Kara Swisher

Microsoft (Inevitably) Weighs In on the Yahoo Shareholder Vote Miscount

Yesterday–in a patented playbook move–some top Microsoft execs didn’t miss a chance to slap around Yahoo over its shareholder vote debacle, letting it be known to industry insiders (on the very loud QT, of course) that the Internet company knew full well that its biggest investor, Capital Research & Management, was going to vote a large number of shares against it.

Thus, it was just a hop, skip and a leak before their sentiments got hand-delivered to the doorstep of BoomTown HQ.

In essence, Microsofties are arguing that knowledge of a major investor’s dissatisfaction should have prompted Yahoo (YHOO) to question its unusually positive voting results at its annual meeting on Friday and ask the outside voting tabulator to recheck its numbers before officially releasing them.

As it turned out, the tally by Broadside Financial Solutions, an outside firm that conducts the tabulating for investors, was highly inaccurate related to the number of shares withheld by investors for particular board members.

As reported Friday, for example, Yahoo CEO Jerry Yang only had 14.6 percent of shareholder votes withheld, with 85.4 percent voting for him, which was better than the year before.

The new results saw Yang’s disapproval more than double what was previously reported, rising to 33.7 percent.

This huge delta was due to errors in counting the no votes from funds owned by Capital Research, which holds an overall stake of about 17 percent in Yahoo.

“They had to see the discrepancies,” said one source close to Microsoft’s (MSFT) thinking. “Yahoo was hoping no one would notice.”

While BoomTown is careful to consider the sources here–the collapse of Microsoft’s takeover bid for Yahoo has left quite a bit of acrimony between the pair–they actually might have a point.

Sources at Capital Research certainly agree, saying they unequivocally told Yahoo leadership that they were going to withhold a substantial number of votes from certain members of the company’s board.

Those targeted included Yahoo CEO Jerry Yang and Chairman Roy Bostock (pictured here), as well as several other board members.

“They knew our intention,” said one source at Capital, referring the many news stories about, in particular, the disgruntlement of Capital Research Global Investors fund head Gordon Crawford. “Everyone knew.”

Capital Research Global Investors–one of two funds separately managed at Capital Research–owns 6.5 percent of Yahoo, according to recent filings, and its Capital World Investors fund owns 9.8 percent.

As this column previously reported, Capital Research’s proxy committees had recommended to its various funds that they withhold votes from Yahoo leadership.

But sources familiar with Yahoo’s thinking said that while the company was surprised by the better-than-expected vote last Friday announced after the meeting.

They noted that while opposition was a “little light,” Yahoo could not tell exactly which votes came from where.

Yahoo sources acknowledged that while the company was well aware of the unhappiness from Capital Research, they received no definitive communication–such as a letter–outlining its exact voting intent.

They also assert that Capital Research’s many custodians who handled the voting for the investment giant’s many funds made have made the voting more difficult to parse.

In addition, Yahoo sources said that Capital Research waited until late in the week to vote, which also added to the confusion.

The new correct vote did not impact the re-election of Yahoo’s current directors, although the much lower numbers for leaders like Yang and Bostock are a significant sign that they are actually operating from a much weaker position.

It is a weakness that a company like Microsoft, as well as other critics calling for Yang and Bostock’s ouster, could take advantage of in the coming months, especially if Yahoo stumbles in any way.

In any case, Yahoo was not at fault for the tabulating errors made by Broadridge, mistakes which were corrected today.

Sources at Yahoo said the company did not think there were problems until Capital Research called Yahoo and Broadridge about problems in the vote.

“We double-checked their results,” said a source close to Yahoo about the wrong numbers the company received from Broadridge Friday. “But mistakes got made.”

That, in fact, is the definitive understatement of this whole mess.


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I think the NSA has a job to do and we need the NSA. But as (physicist) Robert Oppenheimer said, “When you see something that is technically sweet, you go ahead and do it and argue about what to do about it only after you’ve had your technical success. That is the way it was with the atomic bomb.”

— Phil Zimmerman, PGP inventor and Silent Circle co-founder, in an interview with Om Malik