AllThingsD » annual meeting

With Yahoo Shares Dropping Below $15, Will Shareholder Patience Collapse Too?

Kara Swisher — Fri, 17 Jun 2011 13:32:25 +0000

First, let it be said that Yahoo shareholders are a long-suffering group, enduring year after year of mishaps and mishegas with unusual patience.

Still — with the stock of the Silicon Valley Internet giant continuing a worrisome downward movement, closing just below $15 a share both Wednesday and again yesterday — could some of its major investors decide to get angry at Yahoo management and its board at next week’s annual meeting?

So far, a mass shareholder withholding of votes for board members, as has happened before, is not likely, despite some serious recent missteps in China, a continued talent drain and worries about Yahoo’s search deal with Microsoft.

And, of course, there is Yahoo’s lackluster stock, which closed at $14.77 yesterday. That’s nearly a three percent fall for the week and a 6.5 percent decline for the month, losses in value that outpace most other Web companies.

It is not entirely clear exactly what is causing the fall. Culprits may include: An overall weak market; continued uncertainty about Yahoo’s Chinese assets and their worth; recent aggressive moves in the display advertising market by Google; and, well, investor dissatisfaction with its current management.

It will be interesting to see what the mood of the Yahoo annual meeting is next week, which is taking place next Thursday morning at a Santa Clara, Calif., location near its Sunnyvale HQ.

Also on the agenda, a big strategy meeting by Yahoo’s directors, who will apparently be querying its execs, especially CEO Carol Bartz, about the vision and growth plans to get the company’s share price cooking again.

Which is actually a meeting shareholders might like to watch.

Facebook COO Sandberg to Add the Magic Kingdom Board Seat to Her When-You-Wish-Upon-a-Star Resume

Kara Swisher — Thu, 24 Dec 2009 05:56:06 +0000

Facebook COO Sheryl Sandberg already has one of the shinier resumes in Silicon Valley as a Harvard grad with stints at the World Bank, the U.S. Treasury Department and Google (GOOG), as well as a seat on the board of coffee kingpin Starbucks (SBUX).

She was also named one of Fortune magazine’s 50 Most Powerful Women this year, clocking in at No. 22.

Now Sandberg has been nominated to be a director on the Walt Disney Company (DIS) board, a position that will get rubberstamped at the entertainment giant’s annual meeting in March.

It’s an obvious pick for Disney, which needs to inject both Internet and social networking experience into the media giant, especially as it is one of the few such companies with such an iconic and personal relationship with its customers.

Mom and Dad must be so proud–not to mention the kids, since I am guessing that Disney board members get free passes to the front of the line at Space Mountain.

Thus, BoomTown has commissioned a survey from SurveyMonkey, where Sandberg’s husband, Dave Goldberg, is CEO, about exactly how I can get on the board of Facebook so I can query her on how to fatten up my resume.

To see her in action, here are two videos of interview highlights from Sandberg’s appearance at the sixth D: All Things Digital conference in 2008, with Facebook CEO Mark Zuckberberg.

Part One

Part Two

And here is the Disney press release:

Sheryl Sandberg Nominated to The Walt Disney Company Board of Directors

The Walt Disney Company (DIS) Board of Directors has nominated Sheryl Sandberg, chief operating officer of Facebook Inc., to be a new independent director, effective upon her election at the Company’s next annual meeting.

“Sheryl is an outstanding executive who can add incredible value to what is already a diverse and highly experienced group of directors,” said John E. Pepper Jr., Disney’s chairman. “She brings great expertise in the online world, considerable international experience and a deep understanding of consumer behavior.”

Sandberg has served as COO of Facebook, an online social utility company, since March 2008. In that capacity, she has been responsible for building Facebook’s operations globally and managing its sales, marketing, business development, human resources, public policy, privacy and communications functions. Facebook is now considered the number one global social network with more than 350 million members.

Prior to joining Facebook, Sandberg was Vice President of Global Online Sales and Operations for Google Inc., an Internet search engine company, a post she assumed in 2001. In that role, she built and managed Google’s online sales channels, which represents the majority of Google’s customers worldwide, for both AdWords and AdSense.

Sandberg, 40, is also a former Chief of Staff of the United States Treasury Department and previously served as a management consultant with McKinsey & Company and as an economist with The World Bank.

“Sheryl has been at the forefront of a technological revolution that’s opened up a world of new possibilities for consumers and which has greatly affected the way we do business,” said Robert A. Iger, Disney’s President and Chief Executive Officer. “Her unique insight, born of great practical experience, will be of considerable value to Disney’s shareholders.”

“Disney has remained an entertainment icon around the world for over 80 years by enthusiastically embracing change and new technologies,” said Sandberg. “It’s a tremendous honor to be nominated to the Disney board.”

Sandberg is also a director of Starbucks Corp. and serves on a number of nonprofit boards including The Brookings Institution, The AdCouncil, Women for Women International and V-Day. She received a Master’s Degree in business administration from Harvard Business School and a Bachelor’s Degree in economics from Harvard University.

Disney shareholders will vote on Sandberg’s nomination and the re-election of the Company’s other 12 directors at the next Disney annual meeting, March 10, 2010 in San Antonio, Texas.

Microsoft Execs Got Compensation Axed, as Ballmer Touts "The New Efficiency" (Which Sounds Painful!)

Kara Swisher — Wed, 30 Sep 2009 08:34:07 +0000

BoomTown happens to be in the Seattle area today, deep in the heart of Microsoft territory, which apparently is now living in a state of “new normal” according to a missive by the software giant’s CEO, Steve Ballmer.

Well, it all looks the same to me, but in an “executive e-mail” post yesterday titled “The New Efficiency,” Ballmer has continued to stress a theme he has been sounding since earlier this year about how the entire business ecosystem has to reset itself.

Of course, the “new efficiency” is also the new buzzword around the upcoming launch of Windows 7 and part of an event Microsoft had in San Francisco yesterday, as well as a Web site.

Now, that’s efficient!

Wrote Ballmer in the long post:

“So what is the nature of this shift? After years of economic expansion fueled by unrealistic rates of consumption and unsustainable levels of private debt, the global economy has reset at a lower baseline level of activity. Today, people borrow less, save more, and spend with much greater caution.

“This is the new normal and it will be with us for some time to come. The issue now is how to respond.”

At the same time, in its proxy filing with the Securities and Exchange Commission in advance of its Nov. 19 annual meeting, Microsoft (MSFT) also revealed that the direct compensation of its top execs had been cut rather significantly in 2009 compared to 2008, even though the figures are still large to most average people.

Previously, Microsoft had announced that it had frozen merit-based raises for these execs.

Noted the proxy:

“Reflecting the company’s performance during the severe economic downturn, our executive officers, taken as a group, received Incentive Plan awards equal to 77% of their target awards and 29% lower than the comparable cash bonus and stock awards for fiscal year 2008.”

This was mostly due to declines in the “fair market value of the stock awards at grant,” which Microsoft tried to compensate for in a small way, mostly via increased cash incentive payments.

Ballmer, for example, took in $1.265 million compared to $1.34 before, while COO Kevin Turner’s take-home went from $8.6 million to $5.4 million.

And CFO Chris Liddell–who has been sounding the economic alarm at Microsoft over the last year as its results have weakened, but in a jauntily charming Kiwi accent–took in $3.5 million, down from a previous $4.8 million.

Said the filing about the exec haircuts, which you can read about in detail here:

“In each case, financial results were less than expected due to the impact of worldwide economic conditions on our business. As a result, the Incentive Plan awards to our named executive officers for fiscal year 2009 were below both the target level for their awards and their actual fiscal year 2008 incentive compensation awards.”

Pretty glum overall, much like the rainy winter-is-coming weather that has arrived here in the Pacific Northwest.

Still, in his post–in which he touts the upcoming Windows 7 and other Microsoft products as helpers to ease the economic pain, natch–Ballmer (pictured here at a recent analysts meeting) noted the silver lining in the dark clouds:

“I’m optimistic because I believe we are entering a period of technology-driven transformation that will see a surge in productivity and a flowering of innovation.”

Until then, apparently, as Ballmer also wrote: “With less, do more.”

Oracle to CEO: I'd Buy That for a Dollar

John Paczkowski — Mon, 24 Aug 2009 11:30:55 +0000

Oracle CEO Larry Ellison is taking a $999,999 pay cut. According to a company filing with the Securities and Exchange Commission, Ellison will receive a base salary of $1 for fiscal 2010, down from the $1 million he collected in fiscal 2009.

“The compensation committee recognizes that Mr. Ellison has a significant equity interest in Oracle, but believes he should still receive annual compensation because Mr. Ellison plays an active and vital role in our operations, strategy and growth,” Oracle said in the filing. “Nevertheless, during fiscal 2010, Mr. Ellison agreed to decrease his annual salary to $1.”

A wise gesture from Ellison, who took a bit of flak at Oracle’s annual meeting last October after he made $543.8 million by exercising 36 million stock options. But still, a gesture only. Ellison is the fourth wealthiest person in the world, according to Forbes. He is also Oracle’s largest shareholder, with 23.4 percent of stock outstanding, as of July 21. That stake is valued at more than $25 billion today.

So as long as Oracle (ORCL) continues to outperform the market, Larry will be just fine.

Oracle to CEO: I'd Buy That for a Dollar

John Paczkowski — Mon, 24 Aug 2009 11:30:55 +0000

So as long as Oracle (ORCL) continues to outperform the market, Larry will be just fine.

Liveblogging the 2009 Yahoo Annual Meeting: Carol-tastic!

Kara Swisher — Thu, 25 Jun 2009 17:18:06 +0000

BoomTown is at the lovely Santa Clara Marriott in Silicon Valley at the 2009 Yahoo annual meeting, liveblogging the event, which should be spectacularly dull.

Here is a rundown of what went on.

10:05 am: The meeting kicked off with a little video presentation with various and sundry television talking heads saying “Yahoo” in quick succession.

Actually, this was the year during which all of those hype-magnets repeated “Twitter”–the hottest media trend these days–so many times that it has began to make my ears bleed.

But I like the spirit of trying to make Yahoo (YHOO) seem relevant and innovative again.

Then, CEO Carol Bartz (pictured below) walked onto the small stage in the California Ballroom, declaring: “Well, that made me feel good.”

Exactly when does Carol not feel good?

She explained why: “I am having a ball,” speaking about her rehaul job at Yahoo, and then thanked shareholders after what was “a tough year last year.”

The board was introduced, with most of them being present at the meeting, except for Ron Burkle and Carl Icahn.

10:12 am: General Counsel Mike Callahan comes on with the blah-blah-blah about rules and votes.

I soon started thinking of the lovely breakfast pastries outside that I passed by outside. Drat!

This year, the 12-member board, now including Bartz, was up for reelection.

Last year, as you might remember, many of those board members were under siege by shareholder discontent.

Not in 2009. A major shareholder who was unhappy last year told me there would be no protest vote.

“Carol is doing a good job,” said the investor.

Yahoo was also asking for approval of its accounting firm, Price Waterhouse.

There were several important votes before the shareholders.

One was a standard one regarding executive compensation or a “say on pay” proposal, which was introduced by an outside stockholder.

Yahoo’s board recommended against it.

Another proposal regarded changes to be made to a 1995 stock plan and to a 1996 employee stock purchase plan.

The latter was most important, because it was a request to authorize more shares for future employee options grants. It will mean a large addition to the pool–30 million more shares–if authorized.

The stock will be used to keep valuable Yahoo talent in place. Good idea.

10:23 am: The floor was then opened for comments on the proposal and ballots were collected.

I was not on the edge of my seat.

Like clockwork or an election in the former Soviet Union, the board was elected, the stock plans approved and Price Waterhouse was in.

The “say for pay” proposal? It went down in defeat.

The people have spoken!

10:29 pm: Bartz took back the stage, which immediately livened things up.

She went through the history of her coming to Yahoo, which began with former Yahoo CEO and Co-Founder Jerry Yang (pictured here) asking if she was interested in the job at a Cisco (CSCO) board meeting.

Both are on its board.

Bartz also briefly recounted her meeting with Yang at his house, although she minimized the insulting aspect of the story.

She has maximized it in other tellings–such as in an onstage interview with me recently at the D: All Things Digital conference.

The basic thrust of the story was that Yahoo was a big mess that needed the Carol treatment.

Bartz, of course, did not stress that as much today. After all, Yang was sitting right in front of her.

Bartz noted that she has been asked about two things since coming on board:

What about a deal with Microsoft? And what the heck is Yahoo anyway?

She had nothing to say about Microsoft (MSFT) and said it would be said publicly only after any such deal was struck.

Actually, she has commented about talks with the software giant publicly many times, but let’s overlook that.

The Bartz went into the definition of Yahoo. It’s simple, she said. The largest global online media company. With technology. That everyone knows. Plus email.

10:34 am: Bartz ran through the new staff she has put in place, such as CMO Elisa Steele and others.

She then moved onto the top-to-bottom reviews she has been doing of Yahoo.

Including what she dubbed “space debris,” which are Yahoo sites that should be shut down, repaired or outsourced.

Bartz’s tone? Calm and comforting and reassuring–less the live wire she usually telegraphs and more the I’m-in-charge-here-so-remain-calm vibe.

She hit all the big targets, for good measure. Front page. Mobile. And, of course, advertising.

“Yahoo has a distinct opportunity in this area,” said Bartz, referring to its online display ad business. “Advertisers come to us.”

She ended by calling Yahoo a “home,” which is one theme the company is considering using as a brand strategy in an massive overhaul it is working on.

10:45 am: The floor was open for questions.

The first was a good one. Essentially, why is Google (GOOG) such a money machine when Yahoo is not? And why are its workers so much more productive in comparison?

“We have a very different model than Google,” said Bartz. “It has a cleaner process.”

As in, it is better at vacuuming up the dough!

Bartz, who has been trying mightily to end the Yahoo/Google comparison (smart move!), did not really give an answer.

“Please, this direct comparison model to Google is not fair and is frankly not relevant,” she said.

Well, it is actually quite a bit fair and a lot relevant, but we shall also overlook that one too (for now).

10:49 am: A fan question about how it was good that Bartz has been taking the focus off of the Microsoft issue too.

He also liked that she said she would take piles of money from the software giant, though, in a search partnership deal.

Then, the questioner dived right into the weeds, with questions about the front page, such as having too much dopey entertainment news on it.

Especially all that Jon & Kate and their gazillion kids crap!

This is a favorite meme for Bartz, who proceeded to quickly one-up the question by strafing a perfect celebrity target.

“If I see another Britney Spears item, I am going to throw up,” she declared in nauseous solidarity.

She then mentioned something called a “fluffometer,” which is apparently taking care of this most pressing issue of our time–the Lindsay Lohan threat.

Will it defluff Yahoo?

Inquiring minds want to know.

10:54 am: The inevitable China question was asked, of course, a query which has always tripped up previous Yahoo management.

“It’s very easy to get crosswise,” said Bartz, trying not to get crosswise.

She mentioned a recent human rights summit Yahoo had hosted. “We have actually done a lot, but it is never enough.”

Well, actually, Yahoo and many others did not do enough previously, but Bartz was pretty much steering clear of the thorny realities of doing business in China.

Then came the “vision” question.

Actually, Bartz said it was not about vision, but about growth. “We don’t have a vision problem, we have an execution problem,” she said.

Another question was asked about Internet censorship in China.

“I’m going to go real simple here: Yahoo was not incorporated to fix China,” she said. “It’s that simple.”

Bartz said the company was not going to take on every government in the world and that its “mistake”–referring to activists jailed due to Yahoo handing over information to the Chinese government–should not hound it forever.

Well, it should, but point taken.

The next question was about Iran and how popular Twitter is. Bartz said Yahoo was also in there.

11:04 am: A questioner asked about Facebook and why the social networking site was so popular, even though Yahoo had better products.

Bartz said Yahoo was working hard on making those products more social.

The next questioner asked about whether another Google partnership deal with Yahoo could be reborn. That deal went down in defeat last year.

“Justice is Justice,” said Bartz, referring to the federal government department’s opposition to the deal.

As in, you don’t tug on Superman’s cape, you don’t spit into the wind, you don’t pull the mask off the old Lone Ranger and you don’t mess around with Uncle Sam.

The next questioner asked about why Yahoo always told shareholders at meetings like this that it was doing great every year and then didn’t deliver.

Bear with us, said Bartz.

As to selling off its Alibaba assets in China: Not a good time to sell.

11:09 am: A questioner asked whether Yahoo might buy a newspaper, like the New York Times (NYT).

Yes, that would be a good move–out of the frying pan into the fire!

I was sitting right next to one of its reporters, Miguel Helft. No comment!

Bartz then thanked the Yahoo shareholders for having faith.

As I said, it was Bartz’s first annual meeting. But, for Yahoo investors over the last several years, having a lot of faith–too often tested–kind of comes with the territory.

The Walk-Up to Yahoo's 2009 Annual Meeting (Liveblogging Starts at 10 am PDT)

Kara Swisher — Thu, 25 Jun 2009 13:00:46 +0000

Let’s be honest–even with the sassy stylings of CEO Carol Bartz, who will be appearing at her first Yahoo annual meeting this morning, there are few of these affairs that are even remotely exciting.

Last year’s Yahoo meeting did have a frisson of possibility, since billionaire investor Carl Icahn and Microsoft (MSFT) CEO Steve Ballmer were fixing to put the double squeeze on the board and, especially, its then-CEO and co-founder, Jerry Yang. Also, major Yahoo (YHOO) shareholders threatened a revolt.

But, no. In the end, Carl gave in and took a Yahoo directorship, Microsoft wandered off in a corporate huff and Yang and the board managed to get dinged by angry investors, but not donged.

This year, the stock has improved, hovering in the $15 a share range, although it is still pretty moribund.

“I am too tired of Yahoo stock to be angry any more,” said one major shareholder. “It is just wait-and-see what Bartz will do now for a lot of us.”

This year, most of the same 12-member board, now including Bartz, is up for reelection and it is unlikely they will get even a bad grade. Yahoo will also ask for approval of its accounting firm (yaaaaawn).

As to other stuff going on in the ballroom of the Santa Clara Marriott–yes, it is that boring!–in Silicon Valley, there are several important votes before the shareholders tomorrow.

One is a standard proposal regarding executive compensation or a “say on pay” proposal, which will be introduced by an outside stockholder.

Yahoo’s board is recommending against it, natch, because it would apparently be a horror show if actual owners of a company got to weigh in on what execs are paid in a significant way.

Another proposal, put forward by the company and thought of internally as an uphill battle, regards changes to be made to a 1995 stock plan and to a 1996 employee stock purchase plan.

The latter is most important, a request to authorize more shares for future employee options grants, which will be a large addition to the pool–30 million more shares–if authorized. The stock will be used to keep valuable Yahoo talent in place.

Frankly, with departures continuing, Yahoo could use the share ammo.

Lastly, you can read all the good stuff–like about salaries and bonuses, deserved or, more typically, otherwise–in Yahoo’s proxy statements here.

BoomTown will begin liveblogging the annual meeting at 10 am PDT, after doubtlessly enjoying a lovely Yahoo-sanctioned breakfast pastry.

Exclusive: Yahoo Working on Major Brand Overhaul (Pretty Please, No More Yodeling!)

Kara Swisher — Thu, 25 Jun 2009 02:39:50 +0000

In the past, Yahoo has used killer lasers and giant afros and has even tried a dog rising from the dead to brand itself.

Also, of course, there was the yodeler.

That was in 2003, in a clever television commercial that featured Yahoo’s famous sound, as rendered by yodeling champ Taylor Marie Ware (by the way, if you click on the exclamation point on Yahoo’s homepage, it still emits an annoying male yodel).

Now, in what many sources at the company said is a major push, Yahoo (YHOO) is working on a massive plan to overhaul its brand in order to repair a damaged public image and focus consumers on what defines Yahoo.

The effort is being spearheaded by newly installed Chief Marketing Officer Elisa Steele.

To take on the task, she has hired both well-known brand consulting firm Landor Associates and an outside consultant named Penny Baldwin, who was a former top exec at brand and ad giant Young & Rubicam.

Yahoo had formerly been using Ogilvy & Mather and Siegel+Gale to work on strategic branding issues. Ogilvy is still working with Yahoo, sources said, but it is unclear if Siegel+Gale remains in the mix.

The new branding of Yahoo, said several people close to the situation, might be built around the latest relaunch of its main homepage design.

The important front-page redo had been delayed by CEO Carol Bartz when she took over in January and is now slated for the fall.

Many themes have been considered to depict Yahoo in the future, many along the lines of Yahoo still being a key hub destination for Internet users.

Those possible directions were discussed at a recent off-site meeting of Yahoo’s top execs, led by Steele, who ran through the tangled history of Yahoo’s marketing efforts and showed off some rough ideas for the future.

One motto considered, among several: Yahoo as “your home on the Web.”

Whether it is going to be a sweet home or not is unclear, and does depend on exactly how much Yahoo is prepared to spend on this rebranding effort.

Microsoft (MSFT), for example, is in the midst of a $100 million marketing campaign around the recent relaunch of its Bing search service.

And Google (GOOG) has a brand that hardly needs any introduction–and on which it has spent very little marketing money–in that its name has become the verb that means “search” on the Web for most consumers.

Yahoo’s branding campaign will certainly have to be a big deal, given that it is one of the top Internet sites in the world and has massive name recognition.

And Bartz has been vocal about the importance of touting Yahoo as a well-known brand, even as she has said a lot internally and externally that she detests purple.

(That has long been Yahoo’s main color and also mantra, as in “bleed purple.”)

In an onstage interview with me at the seventh D: All Things Digital conference in late May, I asked Bartz about the image of Yahoo being broken and how she would change that perception and revive its innovative spirit.

“The best way to change the perception is to do a good job and then talk about it,” she answered at D7. “We just have to get our story out there; we have to continue to appeal to the people that come to us, and frankly, at some point people get sick of having us as the underdog and say, ‘Thank God, Yahoo’s back.’”

Well, that could depend on how well its upcoming branding campaign works or not, which must also be based on the product and business strategy Bartz settles on in her rejiggering of Yahoo.

Tomorrow morning, Bartz will preside, along with Yahoo Chairman Roy Bostock, at its annual meeting in Silicon Valley, although it is doubtful she will unveil any grand plan then for marketing or other major company strategies.

So, until the branding plans are unveiled, here are some of the more memorable Yahoo advertising efforts.

Yodel:

Lazarus the Dog:

Killer Laser:

Afro-tastic:

Odd Advice-giving Canadian Yahoo Creature:

[Belly Yodel photo courtesy of Yodel Anecdotal on Flickr]

The Yahoo Annual Meeting Circus Rolls Back Into Town Next Week: Send in the Clowns?

Kara Swisher — Thu, 18 Jun 2009 11:45:17 +0000

In exactly one week at 10 am PDT, Yahoo will hold its annual meeting in Silicon Valley, the first time when new CEO Carol Bartz will greet its shareholders in person.

She should prep carefully, as the event has been quite a drama over the last two years.

In 2007, former Yahoo CEO Terry Semel left the company just days after a fractious annual meeting and was replaced by co-founder Jerry Yang.

And last August, the meeting was held in the midst of even more trouble.

The walk-up to that gathering included a failed takeover attempt by Microsoft (MSFT), extensive Yahoo (YHOO) management turmoil and a high-profile proxy fight waged by billionaire investor Carl Icahn.

And the meeting itself was also a mess, after shareholder voting was miscounted and it turned out that discontent about leadership was double what Yahoo first reported it was.

Broadridge Financial Solutions’ corrected tabulation of the vote on Aug. 1, without the “truncation errors,” showed Yang’s disapproval more than double what was previously reported, rising from 14.6 percent votes withheld to 33.7 percent. Yahoo Chairman Roy Bostock saw his shares withheld rise from 20.5 percent to 39.6 percent.

Yang later stepped down, as did President Sue Decker, both of whom presided over the meeting. Yang was replaced by Bartz early this year.

But most of the Yahoo board remains in place, with the addition of Icahn, including Bostock.

And today, just as it was then, Yahoo and Microsoft remain engaged in an ongoing push-me-pull-you relationship about whether to partner in search and online advertising or not.

Talks have been on-again-off-again for months now, including a meeting between Bartz and Microsoft CEO Steve Ballmer at the D: All Things Digital conference in late May.

Those talks have now appeared to reach yet another impasse, but that could change again quickly.

Sources at Microsoft said the software giant has remained interested in such a deal, although not at any price, a stance that has recently been made firmer by the apparent early success of its rehaul of its search offering, now called Bing.

Some inside the company think this puts added pressure on Yahoo to do a deal, before Microsoft actually logs in consistent gains in search share.

Microsoft has long been mired in third place at around eight percent, behind Yahoo by a dozen points and well behind Google (GOOG), which consistently tracks above 60 and 70 percent.

“Bing’s success only increases the odds [of a Yahoo deal] and decreases the price,” said one observer.

But a big price is exactly what Yahoo wants, with Bartz stating in an onstage interview with me at D7 that she was willing to do a deal for “boatloads of money,” as well as the right technology and data.

(You can see a video of Bartz’s full session here, talking about that and more.)

And she is backed, at this point, by the board, except for Icahn, who has been aggressively agitating for a Microsoft deal, in hopes it will return his huge investment in Yahoo into the black.

“He has been kind of driving Carol crazy about it,” said one source close to the situation.

For her part, Bartz has told many at the company and outside it that she was hired to make such key decisions and if the board–especially Icahn–did not like it they could find another CEO.

Yahoo has been upgraded recently by some analysts, based on confidence in Bartz’s ability to turn around and reinvigorate the company. The stock has seen a small bump up too.

But Bartz, although successfully projecting command of Yahoo and stabilizing the management over the last six months, has yet to put forth a detailed strategy for the company to stanch declines in profits and revenues and increase innovation.

And, although annual meetings are usually painfully scripted affairs, the event might be her chance to perhaps articulate that plan and more.

BoomTown will, of course, be front and center at the ongoing show to see what happens next.

Until then, here are two videos I did at the 2007 and 2008 annual meetings.

And below it, the great Barbra Streisand in a video, singing the classic, “Send in the Clowns”–which is pretty much the perfect theme song for the star-crossed Microsoft and Yahoo relationship.

2007:

[ See post to watch video ]

2008:

[ See post to watch video ]

iBored: Apple's Shareholder Meeting

John Paczkowski — Wed, 25 Feb 2009 22:49:47 +0000

[ See post to watch video ]

iBored: Apple's Shareholder Meeting

John Paczkowski — Wed, 25 Feb 2009 22:49:47 +0000

[ See post to watch video ]

Sounds Like Steve Picked a Good Meeting to Skip

John Paczkowski — Wed, 25 Feb 2009 21:43:30 +0000

Aside from a spontaneous “Happy Birthday” sung to an absent CEO Steve Jobs, Apple’s annual meeting today was something of a nonevent. Shareholders re-elected the company’s board of directors despite concerns about its handling of the disclosure of Jobs’s health problems. And the board continued to wave off questions about the company’s succession plans and Jobs’s well-being. Asked whether Jobs will return to work on schedule, Genentech (DNA) CEO and Apple (AAPL) board member Arthur Levinson said simply, “Nothing has changed.” Presumably, then, Jobs is expected to return to the company’s helm in June as planned.

Beyond that, there is little else to report. To wit, this first-hand account of the event posted to the Apple Insider forums:

There’s really nothing ‘material’ to report–even the usual gadflies (especially Mr. Ehrlich, the dude who disses Al Gore, the unions, and ‘socialist’ shareholders) trotted out the same old stuff.

The big event seemed to be the motley crew’s rendition of Happy Birthday to the absent CEO S. Jobs. The tenor was slightly different in that non-executive members-of-the-board (Levinson & Campbell) fielded questions at the behest of Tim Cook.

To me, the fact that few, if any, analyst-style financial questions were proffered shows that shareholders have little to wonder about the business of the juggernaut. This year, there was no barrage of product strategy questions by the likes of Prince McLean, which never really get addressed, per regulation FD and Apple policy, except enigmatically by Steve.”

Approve a Massive Stock Dilution? Surely, You Can't Be Serious…I Am Sirius, and Stop Calling Me Shirley.

John Paczkowski — Fri, 19 Dec 2008 17:04:23 +0000

David Faber: The stock price is very low.

Sirius XM CEO Mel Karmazin: It sucks.”

– Mel Karmazin states the obvious in a July 2008 interview with CNBC

At Sirius XM’s (SIRI) annual meeting Thursday, shareholders approved a reverse stock split plan that empowers the board to split common Sirius shares by a 1-for-10 to 1-for-50 ratio by end of 2009. They also approved the issuance of up to 3.5 billion new shares. Should Sirius need to, it can now effect a reverse split that will raise its stock price above the $1 necessary to avoid delisting and sell new shares to meet the almost $1 billion in loan repayments it faces next year.

Sounds like a reasonable plan on the face of things. Trouble is Sirius is trading at around $.14. And at that anemic price, proceeds from a sale of 3.5 billion new shares would amount to just $490 million–less than half the amount of the debt coming due next year. Sirius clearly hopes it won’t have to issue all 3.5 billion shares the vote approved. To do so would dilute existing holdings and drag its share price still deeper into the mud. It would, however, keep the company in business–in the short term. Sirius’s long-term viability is another problem entirely, one that’s not easily solved. With an almost $5 billion loss in its last quarter, subscriber growth plateauing, and the U.S. auto industry–a major source of new Sirius sales–in decline, the satellite radio provider really needs to do something to shore up its ailing business. And its plans to drive subscriber growth, outlined in the second slide below, may not be enough to do it.

PREVIOUSLY:

Approve a Massive Stock Dilution? Surely, You Can't Be Serious…I Am Sirius, and Stop Calling Me Shirley.

John Paczkowski — Fri, 19 Dec 2008 17:04:23 +0000

David Faber: The stock price is very low.

Sirius XM CEO Mel Karmazin: It sucks.”

– Mel Karmazin states the obvious in a July 2008 interview with CNBC

PREVIOUSLY:

Well, That Was $36 Million Well Spent …

John Paczkowski — Tue, 12 Aug 2008 12:37:41 +0000

$36 million. That’s what Yahoo spent in the first half of 2008 for outside counsel on Microsoft’s (MSFT) unsolicited takeover offer and the debacle that followed. “We incurred incremental costs of $36 million primarily for outside advisers related to Microsoft’s proposals to acquire all or a part of the Company, other strategic alternatives, the recently resolved proxy contest, and related litigation defense costs,” Yahoo disclosed in a recent filing with the Securities and Exchange Commission.

$36 million. That’s quite a sum, and one that doesn’t even begin to reflect costs in employee attrition, shareholder confidence and other intangibles–Carl Icahn voodoo dolls, company founder cognitive therapy, etc. $36 million to fumble a deal that would have put a premium of more than 62 percent on the share price of a floundering Internet pioneer. $36 million spent on advisory services for an acquisition deal that was well within reach, but never consummated.

$36 million to walk away from $47.5 billion. And we haven’t yet seen costs for July and Yahoo’s (YHOO) annual meeting. That should set the company back another million in uneaten pastry alone.

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

Kara Swisher — Wed, 06 Aug 2008 07:08:01 +0000

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.

The Yahoo Shareholder Vote: Like Florida, Except More Confusing!

Kara Swisher — Tue, 05 Aug 2008 13:50:33 +0000

All Yahoo needs now is for former Florida Secretary of State Katherine Harris to show up and start recounting votes.

It could happen, given all the crazy characters who have been drawn to the much-beleaguered Internet company like a magnet, in 2008.

It’s almost as if there is a voodoo curse on Yahoo (YHOO).

So, you didn’t think the digital gods would let it have more than one weekend of good news, did you?

No, they will not, it seems.

After the annual meeting last Friday, which went off without a hitch and, more importantly, without an expected major shareholder vote against the company’s management and board, you could feel a palpable easing of tension among Yahoo leadership and its exhausted PR team.

By Monday, the Yahoo shareholder kerfuffle–in essence, one major shareholder of Yahoo has asked for its outside tabulator of investor votes at the annual meeting for a recount–had landed with a thud.

The problem is how shares were tallied in the Yahoo annual meeting, specifically around whether a group of votes withheld by Capital Research Global Investors was not counted, counted incorrectly or even voted incorrectly by the investor.

Parent company Capital Research & Management confirmed that it had asked Broadridge Financial Solutions, a Lake Success, N.Y.-based financial services company that does securities clearing and processing, to investigate whether those votes were correctly counted on behalf of its Capital Research Global Investors fund.

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

Capital Research Global Investors is run by legendary media investor Gordon Crawford (pictured here), who has become disenchanted with Yahoo over the last year.

Because of that, sources close to the fund’s thinking said Crawford had recommended that the fund withhold votes from CEO Jerry Yang and some other board members.

It’s not clear whether that actually happened or, if it did, whether the votes were tallied properly.

That’s because Yang, for example, only had 14.6 percent withheld, with 85.4 percent voting for him.

The votes withheld seemed low to Capital, considering Crawford’s large stake and how many shareholders have been deeply unhappy with Yahoo management this year.

Instead, overall results for Yang and the Yahoo board were mostly better than last year.

Everyone is investigating, of course–from Capital Research to Broadridge to Yahoo, which does not do its own tabulation, although it has hired an outside proxy solicitor to manage the process–to try to find out what’s what.

It is likely there’s a nonsinister reason for the voting results.

And there might be a lot of possible explanations, but I am partial to blaming the confusion that followed after activist investor Carl Icahn pulled his proxy fight a week before the meeting and made nice with Yahoo.

Unfortunately, Icahn’s golden proxy ballot was already in the hands of investors, many of whom might have voted for it and then had that vote essentially voided.

Wrote one BoomTown reader and Yahoo shareholder:

“I hold 23,000 shares of YHOO. I had 17,000 on the date of record. I voted to ‘withhold all’ … I think twice. Then I voted for all of Carl’s team. Now I have learned that the Carl votes did not count and a day AFTER the annual meeting I received my new ballot. I wonder how many other people were disenfranchised??? Who can I complain to?? Is this how Jerry got his support??”

Another commenter on the site also wrote:

“As a stockholder, I was curious *which* of my proxy letters actually was counted–I received four. One was from Icahn, the other three were from Yahoo. The last of which arrived today, August 4th. Does this strike anyone as odd?”

Actually, Yahoo’s twisting journey passed odd a long time ago and is now headed toward “The X-Files” territory.

(So let’s all triple-hope Yang’s upcoming trip to China for the Olympics goes smoothly. Have a good time, Jerry, we’ll be back here counting!)

Yahoo Shareholder Vote Number-Crunching–Whither Cap Re's No Vote?

Kara Swisher — Mon, 04 Aug 2008 21:39:26 +0000

There is a mini-tempest brewing over how shares were tallied in the Yahoo annual meeting last Friday, specifically around whether a group of votes withheld by one of Yahoo’s major shareholders was not counted, counted incorrectly or even voted incorrectly by the investor.

According to sources close to the thinking at Capital Research & Management, the proxy committees for its two large funds that hold a significant stake in Yahoo (YHOO) recommended last week that they withhold votes specifically from CEO Jerry Yang and from various board members, such as Chairman Roy Bostock, to register disappointment with their performance.

Thus, the investment fund confirmed it had approached outside vote tabulator Broadridge Financial Solutions, a Lake Success, N.Y.-based financial services company that does securities clearing and processing, to investigate whether those votes were correctly counted on behalf of its Capital Research Global Investors fund.

Capital Research Global Investors’ investor Gordon Crawford has been vocal about his disappointment with Yang and the board at Yahoo.

And sources close to the fund’s thinking said Crawford recommended that it withhold votes from Yang and some other board members.

Capital World Investors has been less critical of Yahoo, but sources said it was also leaning toward voting at least some of its stake against the company’s leadership.

But Yang, for example, only had 14.6 percent withheld, with 85.4 percent voting for him. Bostock fared worse, grabbing only 79.5 percent of the yes vote, with 20.5 percent withheld.

That would mean, assuming a large part of Capital Research’s votes to withhold were counted, that only a few other investors voted against Yahoo.

This is highly unusual in a year when many shareholders have been deeply unhappy with its management.

But, in fact, overall results for both Yang and Bostock were actually better than last year.

I called Broadridge for comment and am awaiting a response.

Yahoo does not do its own tabulation, which must be done by a third party, although it has hired MacKenzie Partners as a proxy solicitor to manage the process.

Said a spokesman in response to my inquiry about the situation:

“The independent inspector of elections certified the results of the election and Yahoo! accurately announced those results. Yahoo! did not participate in the execution of the votes and was not a party to any errors which may have been made either by a voting institution or a proxy processing intermediary acting on behalf of banks, brokers and institutions.”

While the recommendations of the proxy committees at Capital Research are apparently not binding on some individual directors of smaller funds that make up the larger ones, they typically follow along with the overall decision from the top.

They might not have in this case, of course, or they might not have voted the shares at all, although it is also possible they could have voted incorrectly or that the votes were not tallied properly.

This is better than a hanging chad!

Another unusual issue around the voting: The amazing drop in the number of shares that were voted at all.

In 2008′s shareholder tally (see below for individual director numbers), only 75.8 percent, or 1,046,095,584 out of 1,381,008,701 possible share votes, were cast.

There were 1,205,435,371 votes cast in 2007 and 1,276,175,601 in 2006, a much higher percentage of overall votes.

Sources at Yahoo speculated that this could be due to the fact that most investors vote automatically in an uncontested election and were waiting for an outcome in the proxy fight between activist investor Carl Icahn and Yahoo.

After that issue was settled right before the annual meeting, though, some investors might not have even bothered to vote.

More to come, but here are the pertinent stats on the Yahoo vote as of Friday:

Roy J. Bostock (Shares for: 832,023,657/79.5 %; Shares Withheld: 214,071,927/20.5%)

Ronald W. Burkle (849,373,291/81.2%; 196,722,293/18.8%)

Eric Hippeau (948,862,579/90.7%; 97,233,005/9.3%)

Vyomesh Joshi (971,594,650/92.9%; 74,500,934/7.1%)

Arthur H. Kern (814,871,925/77.9%; 231,223,659 /22.1%)

Robert A. Kotick (967,044,818; 92.4%; 79,050,766/7.6%)

Mary Agnes Wilderotter (964,939,727/92.2%; 81,155,857/7.8%)

Gary L. Wilson (856,006,576/81.8%; 190,089,008/18.2%)

Jerry Yang (893,055,602/85.4%; 153,039,982/14.6%)

Kara Visits the Yahoo Annual Meeting!

Kara Swisher — Mon, 04 Aug 2008 07:01:03 +0000

BoomTown was blogging so manically from the Yahoo annual meeting, which took place in San Jose on Friday, I plum forgot to load up the video I did there.

No video was allowed inside the meeting or anywhere near it, by the way. So rather than getting beaten senseless by the squads of purple-clad Yahoo (YHOO) minions of CEO Jerry Yang, I decided to pocket my Flip camera for part of it.

But, afterwards, I did a very interesting interview with shareholder activist Eric Jackson, who has been beating on Yahoo for awhile.

To no avail, for now. As it turned out, Yang and the Yahoo board sailed out of the meeting pretty much intact, despite all the hubbub of this past year, from the company’s weakened performance to the full-frontal bid attack by Microsoft (MSFT).

Here is the video (and apologies for saying “board” meeting in several places in the video, rather than “annual” meeting):

[ See post to watch video ]

Also, here are my liveblogging posts from the meeting, in time order:

BoomTown Liveblogging From Yahoo Annual Meeting in San Jose!

Liveblogging From Yahoo Annual Meeting: Empty Chairs and No Power

Liveblogging From Yahoo Annual Meeting: Tim Koogle Returns!

Liveblogging From Yahoo Annual Meeting: Bostock Defends Microsoft Dealmaking (Or Lack Thereof)

Liveblogging From Yahoo Annual Meeting: Yangtastic!

Liveblogging From Yahoo Annual Meeting: Shareholder Q&A!

Yahoo Shareholder Vote: Old Board Stays Put (While AOL Makes Another Boneheaded Move!)

BoomTown Plea to Jeff Bewkes: Free Jon Miller!

Kara Swisher — Fri, 01 Aug 2008 23:41:43 +0000

Yesterday, in what feels to BoomTown to be a deeply petty move, Time Warner said that it had blocked former AOL head Jon Miller from being considered as a possible Yahoo board member.

The reason is a noncompete Miller (pictured here) signed, part of a severance agreement he reached with the media giant after it unceremoniously tossed him out in late 2006.

A Time Warner spokesman said Miller was barred from working “for a variety of competitors, including Yahoo, until March of 2009.”

Like it matters.

According to sources at Time Warner (TWX), the decision came from on high at corporate and not from the AOL unit. And it is not due to jealousy over attention Miller has received of late–Microsoft was also interested in hiring him to take over for departing exec Kevin Johnson.

Miller, sources said, was called by Time Warner CEO Jeff Bewkes (pictured here) last night and told by him, “We’ve changed our mind.”

Why?

Well, to be sure, Miller is no Time Warner favorite, even after being gone for almost two years.

But Miller, whom Time Warner and AOL execs never miss an opportunity to bash, off the record, is also no threat to AOL, which he actually helped revive from the ruins of the disastrous AOL-Time Warner merger.

While working on my second book about AOL in 2002, I will always remember visiting Miller at AOL HQ in Dulles, Va.–where he took up residence in former AOL exec Bob Pittman’s office–and finding him unusually calm after he got the thankless job of following Pittman and AOL icon Steve Case.

Time Warner forces, in the form of new CEO Dick Parsons, had finally managed to take back control of the company and–in a fit of misguided pique–brought holy hell down on the AOL unit.

It was a profoundly emotional reaction, which cost Time Warner precious years and much, much money, as the Internet business revived itself and AOL largely sat on the sidelines.

Miller was in the unenviable position of cleaning up the mess, while also having to listen to endless griping from his bosses.

And, despite the line being put out by Time Warner, he did a pretty good job.

While he might have dumped the dial-up business sooner and been more of an organized manager (the two big complaints about him), Miller did strike AOL’s lucrative Google search ad deal and also bought Advertising.com. (He also tried to buy YouTube, to no avail.)

That purchase should be reason enough for Time Warner to erect a small altar to him, given that it is one of AOL’s only truly valuable assets and the reason Microsoft (MSFT) and Yahoo (YHOO) have been interested in possibly buying the unit.

But no.

Instead, there is the usual he-said-she-said wrangling about whether Miller got approval for being let out of the noncompete clause.

Time Warner apparently claims Miller never got an official waiver, and Miller forces say Bewkes okayed the issue weeks ago, when it was first announced that Miller was one of the board picks being put forth by activist investor Carl Icahn.

It defies belief to go with Time Warner version, given everyone and their mother’s mother knew Miller was the likely pick of both Icahn and, especially, Yahoo CEO Jerry Yang.

More interesting is why Time Warner would choose to speak now, especially on the day of Yahoo’s board meeting.

At the meeting, the Yahoo board approved expanding its number of directors from 9 to 11 and formally voted to let Icahn take over the seat being vacated by Robert Kotick.

Miller was the shoo-in, with other likely choices. including former Nextel (S) exec John Chapple, media exec Frank Biondi and former Grey Global Advertising head Edward Meyer.

Perhaps Bewkes imagines somehow that Miller will be a leverage point in talks Time Warner has been having with Yahoo to be acquired. But the smooth exec is an expert negotiator and that seems unlikely.

More likely is that those talks, like AOL’s talks with Microsoft, have gone a little cold of late as everyone shuts up and stops making ill-conceived moves, to show Wall Street that they have their forward-leaning Internet strategies figured out.

No one does. Not Yahoo. Not Microsoft. And, most definitely, not Time Warner’s AOL.

That’s why Bewkes should stop the saber-rattling and free Miller to serve on the Yahoo board.

Yahoo could benefit and, as it stands now, Time Warner just looks silly–it does not want Miller, but it doesn’t want anyone else to have him.

My three-year-old knows how to share better than that.

Yahoo Shareholder Vote: Old Board Stays Put (While AOL Makes Another Boneheaded Move!)

Kara Swisher — Fri, 01 Aug 2008 20:58:17 +0000

After its annual meeting today, as its board members had lunch together, Yahoo released the results of its shareholder vote and it seems we will still have CEO Jerry Yang to kick around some more.

Yang garnered 85.4 percent of the shares to stay on as a director of the Internet company, with 14.6 percent withheld.

While having almost 15 percent of your investors think you are not worthy is not good, it is also not nearly as bad as it could have been.

In fact, overall results are actually better than last year. Thus, being attacked by Microsoft (MSFT) and activist investor Carl Icahn has had a dulcet effect on Yang’s image.

Yahoo Chairman Roy Bostock fared worse, grabbing only 79.5 percent of the yes vote, with 20.5 percent withheld.

Yahoo (YHOO) stockholders dinged three outside proposals: a pay-for-superior-performance principle for executive compensation, the establishment of policies on Internet censorship, and the creation of a board committee on human rights.

The board also officially put Icahn in the seat vacated by Activision (ATVID) CEO Robert Kotick (whose vote was among the best, ironically, with 92.4 percent for and 7.6 percent withheld).

It also expanded the board to 11 from 9, but will not announce the two new members until Aug. 15.

Former AOL head Jon Miller, who was one of the likely picks, is apparently being blocked by Time Warner via a noncompete agreement. Miller was bounced from AOL some years ago.

Miller was called directly by Time Warner (TWX) CEO Jeff Bewkes last night, sources said, and was told by Bewkes, “We’ve changed our mind.”

More on this idiotic development from the AOL owner next.

Until then, here are the pertinent stats on the Yahoo vote:

Roy J. Bostock (Shares for: 832,023,657/79.5%; Shares Withheld: 214,071,927/20.5%)

Ronald W. Burkle (849,373,291/81.2%; 196,722,293/18.8%)

Eric Hippeau (948,862,579/90.7%; 97,233,005/9.3%)

Vyomesh Joshi (971,594,650/92.9%; 74,500,934/7.1%)

Arthur H. Kern (814,871,925/77.9%; 231,223,659 /22.1%)

Robert A. Kotick (967,044,818; 92.4%; 79,050,766/7.6%)

Mary Agnes Wilderotter (964,939,727/92.2%; 81,155,857/7.8%)

Gary L. Wilson (856,006,576/81.8%; 190,089,008/18.2%)

Jerry Yang (893,055,602/85.4%; 153,039,982/14.6%)

Liveblogging From Yahoo Annual Meeting: Shareholder Q&A!

Kara Swisher — Fri, 01 Aug 2008 18:42:21 +0000

OK, now we’re cooking with gas at Yahoo’s annual meeting in San Jose, as various shareholders–mostly small ones–come to the microphones to give Yahoo a piece of their mind.

The room has filled up more, about one-third to one-half full, with the top Yahoo (YHOO) leadership arrayed at a table up front like an Italian wedding.

First up, longtime Yahoo activist shareholder Eric Jackson asked Yahoo Chairman Roy Bostock to step down, noted that Yahoo had overplayed its hand with the Microsoft bid, wondered about Yahoo President Sue Decker’s time problems (too many outside boards) and questioned the worth of Yahoo’s deal to sell an asset in Japan.

Yahoo, of course, did not agree with Jackson! At all!

“No,” said Bostock about stepping down, also noting that he was woefully underpaid for his board service, given all the activity over the last year related to Microsoft (MSFT).

Next up, a shareholder asked about Yahoo’s poor performance compared to Google (GOOG).

Yang’s answer: We’re trying!

Next, a shareholder supported Yang, noting that Yang did co-found the company. But then he kind of suggested Yang perhaps leave the company for a “cathartic” time.

The same shareholder also compared Bostock’s defense of Yahoo’s behavior with “a girlfriend who is trying to convince the world that she initiated the breakup.”

That made Yang smile.

Later, Bostock added: “I would not compare Yahoo’s relationship to Microsoft to a romantic one.”

The next question was related to China and Yahoo’s thorny history there. Yang had addressed the issue earlier and added that the company was working hard to improve its efforts related to human rights.

While one former employee and shareholder called Yahoo “rude” not to entertain more questions from investors, another shareholder called Microsoft “a green-tentacled monster,” I think, which provoked laughs and clapping.

A question was then asked about advertising and competing with Google-owned DoubleClick. Decker noted that Yahoo’s Web-based approach is better.

One shareholder noted the lack of women on the board (there is one), and a shareholder justifiably complained that only one-third of the directors did not show up and also not enough of the board owns stock, such as Ron Burkle (who was apparently in Europe at another commitment.)

Perhaps of everything that went on at the annual meeting, which was mostly nothing, perhaps that was the most salient point of all.

Liveblogging From Yahoo Annual Meeting: Yangtastic!

Kara Swisher — Fri, 01 Aug 2008 18:24:50 +0000

For all the criticism I have lobbed at Yahoo’s leadership team over the last year, they do clean up well and look good on stage.

Not that anything they are saying has been even slightly revelatory (Starting point! Must-buy advertising! Maximize shareholder value!).

Yahoo (YHOO) CEO Jerry Yang discussed the power of Yahoo (“We have a very good operating model.”), while Yahoo President Sue Decker talked about ads and products and CFO Blake Jorgensen reviewed finances.

“I think we have a terrific asset, I think we have terrific people,” said Yang.

You get the idea here. Zzzzzzzzz.

Of course. it’s almost the good part: Q&A!

Liveblogging From Yahoo Annual Meeting: Bostock Defends Microsoft Dealmaking (Or Lack Thereof)

Kara Swisher — Fri, 01 Aug 2008 17:53:53 +0000

Talking to Yahoo shareholders as if they were particularly thick and surly teenagers, Yahoo Chairman Roy Bostock articulated his umpteenth defense of the board’s handling of its dealmaking with Microsoft.

“I’d like to take you back–with all the hoopla, all the publicity that has surrounded the company, I think there has been a great deal of misinformation,” said Bostock about Yahoo’s (YHOO) dealings with Microsoft (MSFT) over the last year, speaking at its annual meeting this morning.

Thanks, Roy–glad you finally cleared things up!

Actually, not so much, as his speech was more of the same of what Yahoo has been saying in defense of its rejection of Microsoft’s $31 takeover bid in February.

(Meanwhile, a Microsoftie texted me: “Stand up and scream: Liar.”)

A Microsoft spokesman said as much in an official statement, released while the meeting was still taking place: “Yahoo is attempting to rewrite history yet again with statements that are not supported by the facts.”

Maybe not, but also from Bostock on the Microsoft situation:

On Yahoo’s behavior: “Proactively engaged.”

On the board’s efforts: “Encouraged Microsoft to engage.”

On the Microsoft offer to buy Yahoo’s search: “Not compelling.”

Overall: “As we have said repeatedly, we were open to a deal with Microsoft for the whole company and search, if it made sense.”

And, best of all, about activist investor Carl Icahn, who recently dropped his proxy fight against Yahoo and is set to join the Yahoo board in mid-August: “Carl’s a smart guy, he’s a good guy, despite some of the things that have been written about him.”

Well, by Bostock mostly, in a series of nasty letters he traded with Icahn before peace was declared.

Now onto Yahoo CEO Jerry Yang and President Sue Decker!

Liveblogging From Yahoo Annual Meeting: Tim Koogle Returns!

Kara Swisher — Fri, 01 Aug 2008 17:23:32 +0000

While looking for news, any news, at Yahoo’s annual meeting in San Jose this morning, who should tap BoomTown on the shoulder but a blast-from-the-past Yahoo, former CEO Tim Koogle.

Koogle still has about 10 shares of the stock apparently, and I am not entirely clear why he is here, though I will surely find out what’s what.

But Koogle looks fabulous.

Also in attendance, besides various members of the Yahoo (YHOO) board and, of course, CEO Jerry Yang (he also looks fabulous, but rejected my effort to put Yahoo crisis PR dandy Adam Miller’s silk pocket square in his blue blazer for a little panache).

Also: Yahoo’s other Co-Founder, David Filo, President Sue Decker and 3,367 PR staffers (presumably here to make sure the press does not rush the stage in order to make some news).