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	<title>AllThingsD &#187; Arthur Kern</title>
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		<title>One More Reason to Occupy Wall Street: "Concern" Over Accurate Tech News</title>
		<link>http://allthingsd.com/20120208/one-more-reason-to-occupy-wall-street-concern-over-accurate-tech-news/</link>
		<comments>http://allthingsd.com/20120208/one-more-reason-to-occupy-wall-street-concern-over-accurate-tech-news/#comments</comments>
		<pubDate>Wed, 08 Feb 2012 14:44:43 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[Media]]></category>
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		<guid isPermaLink="false">http://allthingsd.com/?p=172410</guid>
		<description><![CDATA[Worrywart Wall Street is agonizing over facts.]]></description>
			<content:encoded><![CDATA[<p><a href="http://allthingsd.com/20120208/one-more-reason-to-occupy-wall-street-concern-over-accurate-tech-news/concern/" rel="attachment wp-att-172412"><img src="http://allthingsd.com/files/2012/02/concern.png" alt="" title="concern" width="273" height="273" class="alignright size-full wp-image-172412" /></a></p>
<p>In one of the odder things to happen in my journalism career, I was forwarded a flash analyst report by Wall Street&#8217;s Macquarie Capital on the news that <strong>AllThingsD.com</strong> broke yesterday (and foreshadowed before) about the <a href="http://allthingsd.com/20120207/exclusive-four-yahoo-board-members-to-depart-two-new-ones-arrive-and-three-more-on-the-way-like-i-said/">shakeup of Yahoo&#8217;s board</a>.</p>
<p>I cover the Silicon Valley Internet giant closely, obviously, and have had a lot of scoops on its machinations over the years. This was simply the latest, and turned out to be on on target (<em>Phew!</em>).</p>
<p>While that is presumably my job as a reporter, it was apparently of &#8220;concern&#8221; to Macquarie&#8217;s analyst.</p>
<p>Said the report: </p>
<blockquote class="memo"><p>One final note: it continues to concern us that one particular journalist, Kara Swisher, frequently seems to be privy to such precise information regarding YHOO. On January 9, almost a month prior to the actual release from the company, Kara wrote, &#8220;While some departures seem most obvious &#8212; longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson &#8212; the really interesting part will be the possible exit of Chairman Roy Bostock.&#8221; Yesterday she wrote, &#8220;expect a change in the Yahoo board composition, too, as early as this week.&#8221;  And today at 3:38pm EST, she posted a story that &#8220;Yahoo will announce the impending departure of four of its longtime board members, including chairman Roy Bostock. The others headed out the door are Hewlett-Packard exec Vyomesh Joshi, Gary Wilson and Arthur Kern.&#8221; While we give much credit to Kara for her ability to obtain this information, we believe it reflects very poorly on YHOO&#8217;s ability to maneuver effectively outside the public spotlight.</p></blockquote>
<p>While I appreciate the fist-bump, it&#8217;s unclear why it&#8217;s concerning for shareholders &#8212; whom these reports are created for &#8212; to know this information before Yahoo deigned to release the news or spoonfeeds any other information at investor events. After all, fair, complete and accurate information from anywhere in the tech news media could help them make better investment decisions.</p>
<p>And Yahoo also always operates in the public spotlight, even when it is outside it, as does every tech company. That&#8217;s especially true these days, in the vastly changed media environment, in which news moves faster and with more immediate impact. </p>
<p>In fact, I&#8217;m concerned that worrywart Wall Street doesn&#8217;t grok this &#8212; but I&#8217;m definitely not surprised, either.</p>
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		<title>Four Yahoo Board Members to Depart, Two New Ones Arrive and Three More on the Way (Like I Said)</title>
		<link>http://allthingsd.com/20120207/exclusive-four-yahoo-board-members-to-depart-two-new-ones-arrive-and-three-more-on-the-way-like-i-said/</link>
		<comments>http://allthingsd.com/20120207/exclusive-four-yahoo-board-members-to-depart-two-new-ones-arrive-and-three-more-on-the-way-like-i-said/#comments</comments>
		<pubDate>Tue, 07 Feb 2012 20:38:25 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[Enterprise]]></category>
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		<category><![CDATA[cloud]]></category>
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		<guid isPermaLink="false">http://allthingsd.com/?p=172094</guid>
		<description><![CDATA[Yahoo moves chairs around the deck some more.]]></description>
			<content:encoded><![CDATA[<p><a href="http://allthingsd.com/20120207/exclusive-four-yahoo-board-members-to-depart-two-new-ones-arrive-and-three-more-on-the-way-like-i-said/attachment/130200427322/" rel="attachment wp-att-172108"><img src="http://allthingsd.com/files/2012/02/130200427322-380x285.png" alt="" title="130200427322" width="380" height="285" class="alignright size-medium wp-image-172108" /></a></p>
<p>According to sources close to the situation, Yahoo will announce the impending departure of four of its longtime board members, including chairman Roy Bostock.</p>
<p>The others headed out the door are Hewlett-Packard exec Vyomesh Joshi, Gary Wilson and Arthur Kern.</p>
<p>I had <a href="http://allthingsd.com/20120117/sources-four-more-board-members-will-be-following-yang-out-the-door/">reported</a> in several <a href="http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/">previous posts</a> that this exact group of directors was leaving, and noted in <a href="http://allthingsd.com/20120206/yahoo-starts-making-wish-list-as-asian-deal-huffs-to-finish-line-and-board-changes-readied/">one yesterday</a> that it was about to happen, and that new board members were also on the way.</p>
<p>And, presto, it is so!</p>
<p>(<strong>Update:</strong> Yahoo <a href="http://allthingsd.com/20120207/outgoing-yahoo-chairman-roy-bostocks-farewell-letter-and-other-stuff/">confirmed all in a letter it just released from Bostock</a>, which I have posted separately.)</p>
<p><a href="http://allthingsd.com/20120207/exclusive-four-yahoo-board-members-to-depart-two-new-ones-arrive-and-three-more-on-the-way-like-i-said/fred-amoroso_web/" rel="attachment wp-att-172109"><img src="http://allthingsd.com/files/2012/02/Fred-Amoroso_web-150x150.png" alt="" title="Fred-Amoroso_web" width="150" height="150" class="alignleft size-thumbnail wp-image-172109" /></a><a href="http://allthingsd.com/20120207/exclusive-four-yahoo-board-members-to-depart-two-new-ones-arrive-and-three-more-on-the-way-like-i-said/maynard_webb/" rel="attachment wp-att-172110"><img src="http://allthingsd.com/files/2012/02/maynard_webb-150x150.png" alt="" title="maynard_webb" width="150" height="150" class="alignleft size-thumbnail wp-image-172110" /></a></p>
<p>Yahoo&#8217;s two new directors are former Rovi CEO Fred Amoroso and LiveOps Chairman (and former CEO) Maynard Webb, who was once COO of eBay (pictured, left to right). </p>
<p>Rovi does digital entertainment technology, while LiveOps offers cloud-based enterprise solutions.</p>
<p>The Silicon Valley Internet giant will also be adding three more board members, said sources, but those people are not confirmed as yet.</p>
<p>And it is not clear who will be chairman of Yahoo&#8217;s board, either. Intuit CEO Brad Smith has a full-time job, and the newly installed Weather Channel CEO David Kenny does, too.</p>
<p>Sources said the news is coming after the markets close, with other updates, including: The news-free status of its ongoing <em>strategery</em> (the Asian deal is coming along &#8212; <em>blah, blah, blah</em> &#8212; but you read that here yesterday in much more detail); ladling praise on new CEO Scott Thompson (also formerly of eBay); and giving props to co-founder Jerry Yang, who stepped away from the board and from the company several weeks ago.</p>
<p>The moves by Yahoo are designed to thwart a possible proxy fight that might be coming from activist shareholder Daniel Loeb, who has been working on a board slate of his own.</p>
<p>It&#8217;s been hard for him, and also for Yahoo, to attract significant names to the board. The two new additions are solid tech execs, although certainly not high-profile appointments.</p>
<p>Yahoo declined to comment.</p>
<p>Here are their bios from the Rovi and LiveOps Web sites, if you want to know more:</p>
<blockquote class="memo"><p>Fred Amoroso is a member of Rovi Corporation&#8217;s Board of Directors.</p>
<p>Fred Amoroso is a member of Rovi Corporation&#8217;s Board of Directors. Fred Amoroso previously served as Rovi&#8217;s president and chief executive officer from July 2005 to December 2011. Prior to joining Rovi, Mr. Amoroso served as an advisor to Warburg Pincus, an investment firm from September 2004 to June 2005. From July 2002 to August 2004, Mr. Amoroso served as the president, chief executive officer and vice chairman of Meta Group, an information technology research and advisory firm. From October 1999 until its merger with IBM in January 2002, Mr. Amoroso served as president, chief executive officer and a director of CrossWorlds Software, Inc. Prior to CrossWorlds, Amoroso was a member of the world-wide management committee of IBM, was general manager of IBM Global Services Asia Pacific and held various other executive positions at IBM. Before joining IBM, Amoroso held various positions at Price Waterhouse, now PricewaterhouseCoopers, including lead technology partner.</p>
<p>Mr. Amoroso holds a B.S. in systems engineering and M.S. in operations research from Polytechnic Institute of Brooklyn.</p></blockquote>
<blockquote class="memo"><p>As Chairman, Maynard brings almost 30 years of experience developing and leading high-growth companies to his role at LiveOps. From December 20, 2006 to July 18, 2011, Maynard was also LiveOps CEO. He joined LiveOps from eBay where he served as Chief Operating Officer. At eBay, Maynard directed engineering and technology operations, product development, customer support, trust and safety, global billing, human resources, and legal functions. Prior to eBay, Maynard was Senior Vice President and Chief Information Officer for Gateway, Inc. He has also held management and leadership positions at Bay Networks, Quantum Corporation, Thomas-Conrad Corporation and IBM. A respected member of the Silicon Valley technology community, Maynard sits on the boards of several successful companies, including Salesforce.com, Admob and Baynote. Maynard holds a Bachelor of Arts degree from Florida Atlantic University.</p></blockquote>
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		<title>Sources: Four More Board Members Will Be Following Yang Out the Door</title>
		<link>http://allthingsd.com/20120117/sources-four-more-board-members-will-be-following-yang-out-the-door/</link>
		<comments>http://allthingsd.com/20120117/sources-four-more-board-members-will-be-following-yang-out-the-door/#comments</comments>
		<pubDate>Tue, 17 Jan 2012 22:53:05 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[Media]]></category>
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		<guid isPermaLink="false">http://allthingsd.com/?p=164469</guid>
		<description><![CDATA[Watch out for falling bowling pins, um, directors!]]></description>
			<content:encoded><![CDATA[<p><a href="http://allthingsd.com/20120117/sources-four-more-board-members-will-be-following-yang-out-the-door/international_playthings_baby_farm_friends_bowling_set-1/" rel="attachment wp-att-164477"><img src="http://allthingsd.com/files/2012/01/International_Playthings_Baby_Farm_Friends_Bowling_Set-1-258x285.png" alt="" title="International_Playthings_Baby_Farm_Friends_Bowling_Set-1" width="258" height="285" class="alignright size-medium wp-image-164477" /></a></p>
<p>According to sources close to the situation, Yahoo co-founder <a href="http://allthingsd.com/20120117/jerry-yang-leaves-yahoo/">Jerry Yang</a> is just the first shoe to drop in what is shaping up to be what looks like a large exodus of board members from the Silicon Valley Internet company.</p>
<p>Sources said four other directors will also step down soon. As <a href="http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/">I wrote last week</a>, in a post suggesting Yang might also go, the prime candidates to go appear to be: Chairman Roy Bostock, Arthur Kern, Vyomesh Joshi, and Gary Wilson.</p>
<p>As I noted in a post titled &#8220;Yahapocalypse Now?&#8221;:</p>
<blockquote class="memo"><p>While some departures seem most obvious &#8212; longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson &#8212; the really interesting part will be the possible exit of Chairman Roy Bostock.</p>
<p>While it now is more of a when rather than an if, many sources report, how it goes down is the key part of the move. And who will be the chairman then will be the big conundrum — either an internal candidate, such as David Kenny, or a fresh-eyed outsider.</p>
<p>Another question mark: Whether co-founder Jerry Yang could also move along off the board with Bostock. While Internet company founders usually stick on boards, it&#8217;s not a given, especially with all the turmoil at Yahoo, some of which is related to Yang.</p></blockquote>
<p>And the major impetus for the board cleansing, besides the obvious need to drastically shake up what might be the most dysfunctional board in all of tech? Worries about possible lawsuits, as well as a proxy fight that could spell disaster for the already troubled Yahoo.</p>
<p>Sources said among the issues most worrisome is how this board conducted recent attempts to sell part of the company to private equity firms rather than sell it whole.</p>
<p>In addition, shareholder pressures &#8212; especially the distinct possibility of a proxy fight from Daniel Loeb of Third Point &#8212; have been mounting on the Yahoo board.</p>
<p>Still, it does look like Yang still motored out of the company he co-founded &#8212; an accomplishment that should be feted, despite recent misses at Yahoo &#8212; on his own, even if he had few other good options in the end.</p>
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		<title>Yahapocalypse Now? Q4 Results, Proxy Fight, Board Hijinks and Asia Solution Combine for Busy Month for Yahoo.</title>
		<link>http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/</link>
		<comments>http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/#comments</comments>
		<pubDate>Mon, 09 Jan 2012 21:12:44 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
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		<guid isPermaLink="false">http://allthingsd.com/?p=161735</guid>
		<description><![CDATA[A perfect storm for the Silicon Valley Internet giant or just another day at "The Office"?]]></description>
			<content:encoded><![CDATA[<p><a href="http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/apocalypse_vasnetsov/" rel="attachment wp-att-161767"><img src="http://allthingsd.com/files/2012/01/Apocalypse_vasnetsov-640x335.png" alt="" title="Apocalypse_vasnetsov" width="640" height="335" class="aligncenter size-large wp-image-161767" /></a></p>
<p>If you thought things were going to quiet down with Yahoo now that it has installed new CEO Scott Thompson in place, think again!</p>
<p>That&#8217;s because of a very unusual &#8212; well, to be fair, unusual for most companies, but not for perpetually storm-tossed Yahoo &#8212; confluence of important events about to take place all at once over the next six weeks.</p>
<p>And, like a very dicey game of corporate Jenga, each has the ability to upend and impact the other significantly, either for the good or, <em>well</em>, for the bad.</p>
<p>Here are the four horsemen of the possible Yahapocalypse, all riding into town very soon:</p>
<p><a href="http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/images-16/" rel="attachment wp-att-161880"><img src="http://allthingsd.com/files/2012/01/images.png" alt="" title="images" width="313" height="161" class="alignright size-full wp-image-161880" /></a></p>
<p><strong>Q4 Results:</strong> Yahoo will report its fourth quarter earnings on January 24th, after the markets close. While sources said the company has managed to turn around what was looking like a first-class disaster, it&#8217;s still not going to be a pretty picture when it comes to advertising growth, consumer engagement and other key metrics.</p>
<p>Simply put, Yahoo needs to show investors a fast-growing business. Instead, sources said the Q4 results will likely come in at the bottom of the expected range, which should be unimpressive, even though this has been <a href="http://allthingsd.com/20111018/liveblogging-yahoos-q3-earnings/">business as usual at Yahoo</a> for some time.</p>
<p>If Google and others have strong reports, of course, it will make the situation worse. </p>
<p>Along with goosing its ad business again, Yahoo needs to spur innovation and intro some cool new products in new arenas to make Silicon Valley and others perk up. </p>
<p><a href="http://allthingsd.com/20120109/come-west-daniel-loeb-a-silicon-valley-visit-as-as-yahoos-activist-shareholder-mulls-proxy-fight/dan-loeb-hedge-fund-third-point/" rel="attachment wp-att-161696"><img src="http://allthingsd.com/files/2012/01/Dan-Loeb-Hedge-Fund-Third-Point.gif" alt="" title="Dan-Loeb-Hedge-Fund-Third-Point" width="142" height="198" class="alignleft size-full wp-image-161696" /></a></p>
<p><strong>Proxy Fight?:</strong> Weak results will give a nice lift to potential efforts by activist investor Daniel Loeb of Third Point &#8212; a major Yahoo shareholder &#8212; to wage a proxy fight for control of the company. He&#8217;s already here in Silicon Valley this week searching for possible board members for an alternate slate of directors.</p>
<p>As I <a href="http://allthingsd.com/20120109/come-west-daniel-loeb-a-silicon-valley-visit-as-as-yahoos-activist-shareholder-mulls-proxy-fight/">wrote earlier today</a>, the earliest nominations for directors can be submitted is February 24. Loeb then has a month after that to submit a competing roster.</p>
<p>Worse for Yahoo, many of Yahoo&#8217;s major investors are mulling backing Loeb if he initiates a battle for control of the company.</p>
<p>There&#8217;s no doubt that Loeb is and means to be a thorn in Yahoo&#8217;s side &#8212; he already made a lot of noise about its consideration of partial investments from private equity firms, due to low share prices &#8212; until major changes take place at the company.</p>
<p>And by major, Loeb&#8217;s intent seems to be along these baseball lines: Throw the bums out!</p>
<p><a href="http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/american_horror_story/" rel="attachment wp-att-161886"><img src="http://allthingsd.com/files/2012/01/american_horror_story-190x285.png" alt="" title="american_horror_story" width="190" height="285" class="alignright size-medium wp-image-161886" /></a></p>
<p><strong>Board in Flux:</strong> Speaking of the board, it&#8217;s not the pretty picture of solidarity as you might think.</p>
<p>Actually, no one in their right mind thinks that. This board is about as dysfunctional as they come. (It&#8217;s like that group on &#8220;American Horror Story,&#8221; minus the bald dwarf in the basement.)</p>
<p>Right now, several sources report, various factions are jockeying over which board members go and which stay. The Wall Street Journal reported last week on a formal search for new board members to replace outgoing ones, but it&#8217;s much more complex than just that. </p>
<p>While some departures seem most obvious &#8212; longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson &#8212; the really interesting part will be the possible exit of Chairman Roy Bostock.</p>
<p>While it now is more of a when rather than an if, many sources report, how it goes down is the key part of the move. And who will be the chairman then will be the big conundrum &#8212; either an internal candidate, such as <a href="http://allthingsd.com/20111108/with-no-yahoo-ceo-pledge-david-kenny-back-in-the-strategic-fray/">David Kenny</a>, or a fresh-eyed outsider.</p>
<p>Another question mark: Whether co-founder Jerry Yang could also move along off the board with Bostock. While Internet company founders usually stick on boards, it&#8217;s not a given, especially with all the turmoil at Yahoo, some of which is related to Yang. </p>
<p>For now, make no mistake, Bostock is still in charge of the board and Yang is the only real power behind that power, despite the recent influence of director Brad Smith. </p>
<p>But, with all the pressure by shareholders, some sources suggest that it might finally be time for some significant change at the board level, starting with the pair most associated with all its troubles.</p>
<p>Or, <em>um</em>, not.</p>
<p>If there is going to be any action at all, expect it before February 24th &#8212; when Loeb can start making real trouble.</p>
<p><a href="http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/solution_commercial-buildings/" rel="attachment wp-att-161891"><img src="http://allthingsd.com/files/2012/01/solution_commercial-buildings-285x285.png" alt="" title="solution_commercial-buildings" width="285" height="285" class="alignleft size-medium wp-image-161891" /></a></p>
<p><strong>Asian Solution:</strong> A lot of the above hinges on whether Bostock and Yang can deliver the promise of a deal with its long disgruntled Asian partners, Alibaba Group and SoftBank.</p>
<p>The trio is now <a href="http://allthingsd.com/20111223/yahoo-okays-proceeding-with-term-sheet-to-sell-stakes-back-to-asian-partners-while-also-hoping-to-keep-pe-firms-in-fray/">engaged on negotiations</a> about a tax-free deal, in which Yahoo would sell back some of its stakes in its Asian properties and get money and other operating assets in return. </p>
<p>While it&#8217;s good news that the talks are finally proceeding with some level of normal functionality, it&#8217;s still a complex situation and one with a lot of outstanding questions.</p>
<p>Most important: Which operating assets will be bought in the deal to hand over to Yahoo? And also, what will the valuations be?</p>
<p>Sources close to the situation said that the talks remain slow-going and frustrating &#8212; &#8220;The stop-and-go of all time,&#8221; joked one person involved. But they are moving forward, which is no small thing when it comes to these three.</p>
<p>That&#8217;s critical for Yahoo, which can ill afford to disappoint shareholders if no lucrative, cash-rich deal happens in Asia. And, it needs to happen before Loeb can act on a proxy fight too, since a successful end to its Asian issues will negate his momentum dramatically.</p>
<p><a href="http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/sword-in-stone_1/" rel="attachment wp-att-161894"><img src="http://allthingsd.com/files/2012/01/sword-in-stone_1-380x280.png" alt="" title="sword-in-stone_1" width="380" height="280" class="alignright size-medium wp-image-161894" /></a></p>
<p><strong>Oh Yeah, Running the Core Business Stuff:</strong> As usual, a full and fraught month for Yahoo and its directors, who have other things to do, I assume.</p>
<p>But not me and not new CEO Thompson. By the way, the former eBay exec will presumably be very busy doing some significant rejiggering of the core Yahoo business in the meantime.</p>
<p>Could that mean a new product direction for Yahoo, for example, <a href="http://allthingsd.com/20120108/like-yahoo-founder-like-new-yahoo-ceo-data-is-king/">around data</a>? Could it mean a passel of new execs? Could it mean layoffs? </p>
<p>Or, could it mean Thompson will finally solve the ultimate sword-in-the-stone question: What is Yahoo?</p>
<p>And <em>that</em>, in the end, will be the real victory.</p>
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		<title>Meet the Yahoo Board: Something Old, Something New&#8211;But Will They Do Something?</title>
		<link>http://allthingsd.com/20101014/meet-the-yahoo-board-something-old-something-new-but-will-they-do-something/</link>
		<comments>http://allthingsd.com/20101014/meet-the-yahoo-board-something-old-something-new-but-will-they-do-something/#comments</comments>
		<pubDate>Thu, 14 Oct 2010 16:00:49 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
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		<guid isPermaLink="false">http://kara.allthingsd.com/?p=35099</guid>
		<description><![CDATA[With all the noisy swirl around Yahoo of late--from its executive turmoil to its flat growth to its dashed partnerships in Asia to its brash CEO--its board has been unusually quiet of late.

Comatose, some might say.

But with private equity firms, media companies, Web rivals, big shareholders, Wall Street and others all machinating about trying to grab all or some of the Internet giant, it will be interesting to see if its directors will shake themselves out of their typical comfort zone of inactivity to actually do their job.

Thus, time for their moment in the BoomTown spotlight!]]></description>
			<content:encoded><![CDATA[<p><img src="http://kara.allthingsd.com/files/2010/10/funny-pictures-your-kitten-is-lazy-275x206.jpg" alt="" title="funny-pictures-your-kitten-is-lazy" width="275" height="206" class="alignright size-medium wp-image-35534" /></p>
<p>With all the noisy swirl around Yahoo of late&#8211;from its <a href="http://kara.allthingsd.com/20100929/exclusive-major-meltdown-at-yahoo-as-more-top-execs-to-depart-including-u-s-head-hilary-schneider/">executive turmoil</a> to its <a href="http://kara.allthingsd.com/20101007/next-yahoo-challenge-earnings-triumph-or-waterloo/">flat growth</a> to its <a href="http://kara.allthingsd.com/20100916/apparently-yahoos-bartz-didnt-get-the-memo-about-avoiding-land-wars-in-asia">dashed partnerships in Asia</a> to its <a href="http://kara.allthingsd.com/20100930/here-comes-the-yahoo-spin-cycle-so-try-boomtowns-soap-free-guide-to-whats-actually-happening/">brash CEO</a>&#8211;its board has been unusually quiet of late.</p>
<p>Comatose, some might say.</p>
<p>In fact, many do say <em>exactly</em> that, pointing to the trauma of their disastrous performance when they fended off a hostile takeover attempt by Microsoft (MSFT) for above $30 a share as the cause.</p>
<p>Since then, the stock price of Yahoo (YHOO) has been mired in the low teens.</p>
<p>That is, until yesterday, when <a href="http://kara.allthingsd.com/20101013/yahoos-stock-acts-like-its-in-play-because-it-kind-of-is/">even more rumors of new plots emerged in the media</a>, with private equity firms, media companies, Web rivals, big shareholders, Wall Street and others all machinating about trying to grab all or some of the Internet giant.</p>
<p>Now, it will be interesting to see if its directors will shake themselves out of their typical comfort zone of inactivity to actually do their job.</p>
<p>Which, as former GE (GE) star exec Jack Welch&#8211;in a recent smackdown of a spate of controversial moves by the Hewlett-Packard (HPQ) board&#8211;said in a <a href="http://blogs.wsj.com/digits/2010/10/05/jack-welch-blasts-h-ps-board">recent interview</a>, is to &#8220;pick the CEO, help them shape strategy, make them feel good about themselves, and, if the CEO isn&#8217;t doing a good job, to &#8216;get them the hell out of there.&#8217;&#8221;</p>
<p>According to sources close to the situation, the Yahoo directors are in a quandary, even as they are on the receiving end of a <a href="http://kara.allthingsd.com/20100930/could-aol-buy-yahoo-could-news-corp-takeover-2-0-with-a-little-help-from-the-chinas-alibaba/">flood of suggestions and demands</a> from big investors, ranging from merging with AOL (AOL) to aligning with News Corp. (NWS) to selling off the company&#8217;s lucrative Asian assets to replacing CEO Carol Bartz.</p>
<p>You get the idea.</p>
<p>But that might not happen as quickly as some want. Sources said that while the eight-person board has some strong personalities on it, there is no one who has emerged as a powerful leader, aside from Bartz.</p>
<p>Yahoo has recently tried to attract two execs who might be able to go toe-to-toe with her&#8211;OpenTable (OPEN) CEO Jeff Jordan and Akamai (AKAM) President David Kenny&#8211;but was turned down by both.</p>
<p>Neither apparently wanted the headache of dealing with Yahoo&#8217;s struggles.</p>
<p>The same goes for some on Yahoo&#8217;s board.</p>
<p>Said one person who had spoken to a few board members recently: &#8220;Each of them tells me, &#8216;I&#8217;m only one person and I can&#8217;t act alone.&#8217;&#8221;</p>
<p>Indeed not, which is why you have a <em>board</em>. <a href="http://en.wikipedia.org/wiki/Stone_soup">Stone soup</a>, people!</p>
<p>In any case, it is high time to put the spotlight on the Yahoo directors, which I have <a href="http://kara.allthingsd.com/20080128/say-hello-to-the-yahoo-board-members">done in the past in other crisis moments</a>.</p>
<p>Here&#8217;s a rundown, with their photos from <a href="http://yhoo.client.shareholder.com/press/directors.cfm">Yahoo&#8217;s shareholder Web site</a>, along with some BoomTown analysis:</p>
<p><img src="http://kara.allthingsd.com/files/2010/10/Carol_Bartz_thumb.jpeg" alt="" title="Carol_Bartz_thumb" width="80" height="110" class="alignright size-full wp-image-35536" /></p>
<p><strong>Carol Bartz, CEO:</strong></p>
<p>We all know her, the tough-talking longtime Silicon Valley software exec who was brought in to clean up Dodge in the wake of the rocky tenure of former CEO and co-founder Jerry Yang. She is under pressure here for not doing that well enough, of course, despite a <a href="http://kara.allthingsd.com/20101012/yahoo-ceos-over-pay-puts-spotlight-on-performance">very, very big compensation package</a>.</p>
<p>Still, with an aggressive personality and a wimpish board, she might be able to stave off any challenges to her power.</p>
<div class="clearing" style="clear:both;"></div>
<p><img src="http://kara.allthingsd.com/files/2010/10/Roy_Bostock_thumb.jpeg" alt="" title="Roy_Bostock_thumb" width="80" height="110" class="alignright size-full wp-image-35537" /></p>
<p><strong>Roy Bostock, Chairman:</strong></p>
<p>The longtime airline board member and advertising exec has been at the top of the Yahoo board since 2008 and on it since 2003.</p>
<p>Which is why I <a href="http://kara.allthingsd.com/20090114/yahoos-decker-resigned-with-class-now-chairman-bostock-should-exit-stage-right-too">called for his resignation</a> after Yang and former Yahoo President Sue Decker gracefully stepped down, after their management was called into question.</p>
<p>Bostock was right there with them, making all those decisions, which turned out to be disastrous in hindsight. Still, he does not seem to be much for the honorably-falling-on-your-sword thing.</p>
<p>In fact, sources said he has been making the rounds of investors recently trying to gauge the mood. Memo to Roy: It&#8217;s bad.</p>
<div class="clearing" style="clear:both;"></div>
<p><img src="http://kara.allthingsd.com/files/2010/10/Eric_Hippeau_thumb.jpeg" alt="" title="Eric_Hippeau_thumb" width="80" height="110" class="alignright size-full wp-image-35539" /></p>
<p><strong>Eric Hippeau</strong></p>
<p>Now the <a href="http://kara.allthingsd.com/20090615/boomtown-interviews-arianna-ken-and-eric-about-huffington-post-exec-changes-bam">CEO of the Huffington Post</a>, the longtime Web investor and publisher has a lot of online experience and should be one of the leaders on the Yahoo board. Hippeau has certainly been a director long enough to be one&#8211;since 1996, as an early investor in the company.</p>
<p>He&#8217;s also known as a super-nice guy in Internet circles, which means he is no head-smacker. Too bad.</p>
<p>One idea floated to me by an investor: Yahoo could buy the upstart online media darling and install him as CEO. Pretty <em>please</em>, because the entrance of the fab stylings of Arianna Huffington into this mess would send me into the stratosphere of reporting nirvana.</p>
<div class="clearing" style="clear:both;"></div>
<p><img src="http://kara.allthingsd.com/files/2010/10/Vyomesh_Joshi_thumb.jpeg" alt="" title="Vyomesh_Joshi_thumb" width="80" height="110" class="alignright size-full wp-image-35540" /></p>
<p><strong>Vyomesh Joshi</strong></p>
<p>Also a very endearing dude, the top HP exec was one of those on the short list for CEO of the tech giant recently. He runs its gigantically profitable printing and imaging business.</p>
<p>He&#8217;s been a Yahoo director since 2005 and should be a key decision maker, since he is an experienced operator. He&#8217;s not been, unfortunately.</p>
<div class="clearing" style="clear:both;"></div>
<p><img src="http://kara.allthingsd.com/files/2010/10/Arthur_Kern_thumb.jpeg" alt="" title="Arthur_Kern_thumb" width="80" height="111" class="alignright size-full wp-image-35541" /></p>
<p><strong>Arthur Kern</strong></p>
<p>Also a lifer, also having been on the Yahoo board since 1996, the investor and radio exec has also worked in marketing at Digitas.</p>
<p>Among the board members, he seems to be the quietest of the bunch, so I am not sure what to say about him except that he has very white teeth.</p>
<div class="clearing" style="clear:both;"></div>
<p><img src="http://kara.allthingsd.com/files/2010/10/Gary_Wilson_thumb.jpeg" alt="" title="Gary_Wilson_thumb" width="80" height="110" class="alignright size-full wp-image-35543" /></p>
<p><strong>Gary Wilson</strong></p>
<p>Another investor&#8211;in private equity, he has been on the board of airline companies (what is with this plane stuff on the Yahoo board?), as well as a top financial exec at Disney (DIS) and Marriott (MAR).</p>
<p>Again, a nice r&eacute;sum&eacute;, and he should be a leader. He was definitely more involved in the Microsoft situation than others.</p>
<p>Since then? <em>Meh</em>.</p>
<div class="clearing" style="clear:both;"></div>
<p><img src="http://kara.allthingsd.com/files/2010/10/Sue_James_thumb.jpeg" alt="" title="Sue_James_thumb" width="80" height="112" class="alignright size-full wp-image-35544" /></p>
<p><strong>Sue James</strong></p>
<p>The accountant. Retired from Ernst &#038; Young. Used to work for Bartz, as lead partner for audit work for Autodesk (ADSK). Joined the Yahoo board early this year.</p>
<p>Probably just figuring out that this whole thing might not be adding up.</p>
<div class="clearing" style="clear:both;"></div>
<p><img src="http://kara.allthingsd.com/files/2010/10/Patti_Hart_thumb.jpeg" alt="" title="Patti_Hart_thumb" width="80" height="110" class="alignright size-full wp-image-35545" /></p>
<p><strong>Patti Hart</strong></p>
<p>Also new, since June. Worked in the digital video business, and is now the CEO of a &#8220;global provider of electronic game equipment and systems products.&#8221;</p>
<p>Say <em>what</em>?</p>
<p>Okay, I will go with it, as I am liking that Bartz has brought on two women to the board, which has mostly been stacked full with men.</p>
<div class="clearing" style="clear:both;"></div>
<p><img src="http://kara.allthingsd.com/files/2010/10/Brad_Smith_thumb.jpeg" alt="" title="Brad_Smith_thumb" width="80" height="110" class="alignright size-full wp-image-35546" /></p>
<p><strong>Brad Smith</strong></p>
<p>The president and CEO of Intuit (INTU), the financial management software powerhouse, also joined in June. This guy should be able to shake the trees, right?</p>
<p>But he is probably still trying to learn everyone&#8217;s name. Brad, not to put too much pressure, but everyone is counting on you.</p>
<div class="clearing" style="clear:both;"></div>
<p><img src="http://kara.allthingsd.com/files/2010/10/Jerry_Yang_thumb.jpeg" alt="" title="Jerry_Yang_thumb" width="80" height="110" class="alignright size-full wp-image-35548" /></p>
<p><strong>Jerry Yang</strong></p>
<p>Last, but certainly not least, the man who is ultimately the power player here.</p>
<p>The Internet pioneer and industry legend checked out of Yahoo for a bit after he stepped down in early 2009&#8211;time to tee off!</p>
<p>But many sources said he has been back at Yahoo for a while&#8211;glad-handing advertisers, meeting with entrepreneurs, sussing out trends, piping up in strategy meetings and doing the behind-the-scenes thing that he does so well.</p>
<p>Reports vary on how much he likes Bartz&#8211;he expresses support for her to some, but seems to have soured on her to others.</p>
<p>Who knows with the endearingly prickly Yang, whom I have been covering for a dog&#8217;s age and who should return my emails once in a while, like in old times when I stalked him.</p>
<p>Dinner is optional, but I will pay this time (<a href="http://kara.allthingsd.com/20081001/a-donorschooseorg-miracle-my-dinner-with-jerry-and-boomtown-plans-to-vanquish-the-naked-scoble">see video below</a> of our last semi-enjoyable meal).</p>
<p>Still, here is what I know for sure: Yahoo is Yang&#8217;s creation and legacy, and he&#8217;s the one who has to make sure that it survives and thrives.</p>
<p>For all the uncertainty surrounding Yahoo once again, that much is true.</p>
<p><div class="video-wsj"><object width="640" height="360"><param name="movie" value="http://s.wsj.net/media/swf/microPlayer.swf"></param><param name="allowFullScreen" value="true"></param><param name="allowscriptaccess" value="always"></param><param name="flashvars" value="videoGUID=95E06570-6C5B-4E32-9E92-33EAD7EA43C5&playerid=4001&plyMediaEnabled=1&configURL=http://m.wsj.net/video-players/&autoStart=false" base="http://s.wsj.net/media/swf/"name="microflashPlayer"></param><embed src="http://s.wsj.net/media/swf/microPlayer.swf" bgcolor="#FFFFFF" flashVars="videoGUID={95E06570-6C5B-4E32-9E92-33EAD7EA43C5}&playerid=4001&plyMediaEnabled=1&configURL=http://m.wsj.net/video-players/&autoStart=false" base="http://s.wsj.net/media/swf/" name="microflashPlayer" width="640" height="360" seamlesstabbing="false" type="application/x-shockwave-flash" swLiveConnect="true" pluginspage="http://www.macromedia.com/shockwave/download/index.cgi?P1_Prod_Version=ShockwaveFlash"></embed><br />[ See post to watch video ]</div></object></p>
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		<title>After Vote-Gate, Heads Must Roll on Yahoo&#039;s Board</title>
		<link>http://allthingsd.com/20080806/jackson/</link>
		<comments>http://allthingsd.com/20080806/jackson/#comments</comments>
		<pubDate>Thu, 07 Aug 2008 00:00:50 +0000</pubDate>
		<dc:creator>Eric Jackson</dc:creator>
				<category><![CDATA[News]]></category>
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		<guid isPermaLink="false">http://voices.allthingsd.com/?p=2293</guid>
		<description><![CDATA[To anyone who says that it’s inconsequential that Yahoo understated the level of shareholder dissatisfaction by more than half thanks to a “tabulation error” by its proxy counter, Broadridge, I say: You couldn’t be more wrong. This incident will have ramifications in the coming weeks for the composition of Yahoo’s board.]]></description>
			<content:encoded><![CDATA[<p>To anyone who says that it&#8217;s inconsequential that Yahoo understated the level of shareholder dissatisfaction by more than half thanks to a &#8220;tabulation error&#8221; by its proxy counter, Broadridge Financial Solutions, I say: You couldn&#8217;t be more wrong.</p>
<p>This incident will have ramifications in the coming weeks for the composition of Yahoo&#8217;s board. But here&#8217;s the shocking thing: This latest batch of numbers might <em>still</em> underrepresent the level of disdain shareholders have for this board.</p>
<p>Any corporate election that doesn&#8217;t receive 95 to 98 percent support from shareholders for the incumbent management and board is an anomaly. Yahoo&#8217;s first press release from last Friday suggested that, despite all the hubbub of the failed merger talks with Microsoft and public criticism from Carl Icahn and others, Yahoo (YHOO) shareholders had let the incumbents off the hook.</p>
<p>Chairman Roy Bostock and CEO Jerry Yang were re-elected with 79.5 percent and 84 percent support respectively. These relatively benign results (compared to last year&#8217;s), combined with the fact that there were not more pointed questions at the meeting last week, led some observers to conclude that this board had &#8220;faced down&#8221; its critics.</p>
<p>Not quite. Gordon Crawford of Capital Research Global Investors did all Yahoo shareholders a favor by demanding  a recount. Yahoo and Broadridge complied.</p>
<p>And results of that recount were alarmingly different from the first set of numbers. We&#8217;ve all heard of +/- 4 percent in polling, but when was the last time you heard of +/- 50 percent?</p>
<p>The recount might set a modern-day record among S&#038;P 500 companies for the most &#8220;withhold&#8221; votes for a board in a corporate election. Only Vyomesh Joshi, head of Hewlett-Packard&#8217;s (HPQ) printer group, got off without a serious warning from shareholders (a 7.1 percent &#8220;withhold&#8221; vote).</p>
<p>The &#8220;withhold&#8221; vote for Bostock was 39.6 percent, not 20.5 percent as originally reported. And 33.7 percent of Yahoo shareholders withheld their support from Yang, not 14.6 percent.</p>
<p>Other Yahoo directors who fared poorly in the election were Gary Wilson (27.7 percent of votes withheld) and Compensation committee members Ronald Burkle (37.9 percent withheld) and Arthur Kern (31.7 percent withheld).</p>
<p>What would we all be doing today if Crawford had never called for a recount? If a &#8220;tabulation error&#8221; happens and no one is there to hear it, did it happen at all? We will never know.</p>
<p>And there will likely be more shoes to drop in this tragedy of errors. This &#8220;tabulation error&#8221; was only one of two major question marks surrounding last Friday&#8217;s initial voting results. Yahoo easily made Broadridge the fall guy for this first error.</p>
<p>The second error&#8211;how few eligible shares were counted in the final tally&#8211;isn&#8217;t so easily eluded. And for that, Yahoo will be the fall guy.</p>
<p>Only 75.8 percent of the eligible shares as of the June 3 record date were voted in this election. After such intense media scrutiny in the past few months, it seems odd that so few investors participated.</p>
<p>Last weekend, I dove into the numbers in detail and reviewed them against numbers from the last two Yahoo elections. On Sunday night <a href="http://breakoutperformance.blogspot.com/2008/08/missing-200-million-yahoo-shares-from.html">I wrote about the most recent Yahoo shareholder vote</a> and verified that there were 200 million fewer votes cast this year compared to the average over the last two years. I called on Yahoo to appoint an independent third party to review and certify the voting process.</p>
<p>Yesterday, as <a href="http://kara.allthingsd.com/20080805/broadridge-to-yahoo-oops-we-added-wrong-and-shareholders-like-you-lots-less/">news of the voting irregularities circulated</a>, I received a number of complaints from frustrated shareholders.</p>
<p>Some claimed they had received multiple proxies from Yahoo over the last month, with several arriving Aug. 4&#8211;the Monday after the election. Some said they had had trouble voting by phone. Others, who had initially voted for Icahn&#8217;s slate, said when they tried to re-vote against the Yahoo board, they weren&#8217;t able to do so.</p>
<p>How many other shareholders encountered similar difficulties? Without a full inquiry, we&#8217;ll never know.</p>
<p>These missing votes could have had an even more significant impact on the overall results. For example, Bostock received &#8220;for&#8221; votes from fewer than half of the total shares eligible to vote (only 45.8 percent of the 1.4 billion shares eligible to vote). He truly lacks the approval of the majority of the shareholders he is supposed to represent. With a 47 percent vote, Burkle also lacks majority support. And while Yang won majority support, he did so by the skin of his teeth, with just a 50.2 percent vote.</p>
<p><b>Governance Matters</b></p>
<p>At Friday&#8217;s meeting, I asked Yang, Yahoo President Sue Decker and Bostock about three issues that suggest to me that Yahoo&#8217;s governance oversight has been lax.</p>
<ol>
<b>(1)</b> Why did Yahoo sell Overture Japan (a $396 million-per-year business) to Yahoo Japan for $13 million last August? Did Yang, who sits on Yahoo Japan&#8217;s board, recuse himself from the negotiations? Who negotiated on behalf of Yahoo and why did they agree to such a low price when Yahoo has a habit of paying three to five times revenues for companies like Zimbra, BlueLithium and Right Media?</p>
<p><b>(2)</b> Decker serves on three Fortune 500 boards: Intel (INTC), Costco (COST), and Berkshire Hathaway (BRK). Her duties to those companies required her to attend at least 22 meetings last year, according to proxy filings. And each meeting required significant preparation. As a Yahoo shareholder, I fail to see how outside commitments like these benefit Yahoo. Are they really necessary? Shouldn&#8217;t Decker drop a few of them until Yahoo finds solid footing again?</p>
<p><b>(3)</b> About a third&#8211;31 to 36 percent&#8211;of Yahoo shareholders voted against the re-election of Roy Bostock and fellow Compensation Committee members Burkle and Kern last year. Yet all three continue to sit on this committee (or the board). Why? And why did they agree to pay outside directors average total compensation of $500,000 last year? Google&#8217;s (GOOG) outside directors were paid $250,000, on average, for their services last year. Decker received $2,700 for sitting on the Berkshire Hathaway board (and $110,000 per year for serving on the Intel and Costco boards). Why is Yahoo paying its directors so much?</p>
<p>I found the trio&#8217;s answers to these questions unconvincing. Particularly surprising were Bostock&#8217;s comments on Compensation Committee member tenure and compensation.</p>
<p>In the first place, Bostock said while 32 percent of shareholders voted against his reelection last year, 68 percent voted for him. And that&#8217;s not bad, he said. This glass-half-full logic explains why he has never bothered to explain to shareholders why he, Burkle and Kern have remained on the Compensation Committee and the Yahoo board.</p>
<p>Second, Bostock disputed my assertion that Yahoo&#8217;s outside directors were paid an average of $500,000 last year. When I asked him if he was definitively stating that he did not receive compensation of about $500,000 last year, he said &#8220;yes.&#8221; Yet, according to <a href="http://www.sec.gov/Archives/edgar/data/1011006/000089161808000289/f37157c1prec14a.htm">Yahoo&#8217;s own proxy statement</a>, Bostock earned total compensation of $499,264 last year. 2007 compensation for Yahoo&#8217;s other board members was as follows:</p>
<ul>
<li>Ronald Burkle: $482,046</li>
<li>Eric Hippeau: $496,674</li>
<li>Vyomesh Joshi: $519,520</li>
<li>Arthur Kern: $496,990</li>
<li>Robert Kotick: $492,774</li>
<li>Edward Kozel: $516,202</li>
<li>Mary Agnes Wilderotter: $205,832 (for five months of service; annualized $493,997)</li>
<li>Gary Wilson: $482,046</li>
</ul>
<p>The average compensation for each Yahoo outside director in 2007: $497,531.</p>
<p>Third, Bostock also claimed that this year&#8217;s vote would be a far better indication of shareholder support for Yahoo&#8217;s Compensation Committee than last year. With 39.6 percent of shareholders withholding support from Bostock and 37.9 percent withholding it from Burkle, isn&#8217;t it time for them to step aside?</p>
<p><b>Fool Me Once, Shame on You; Fool Me Twice, Shame on Me</b></p>
<p>Given all this, I am deeply concerned that my interests and those of all Yahoo shareholders are not being protected by the company&#8217;s board.</p>
<p>We need to know why 200 million shares were missing from this year&#8217;s vote as compared to the last two years&#8217;.</p>
<p>We need to know why so many proxies were mailed late to shareholders (on our dime).</p>
<p>We need to know why so many shareholders are questioning whether their votes were counted.</p>
<p>Yahoo will try to sweep all these concerns under the rug, but we shouldn&#8217;t allow it. The company should immediately appoint an independent third party to address these questions and assure shareholders that their votes were properly counted.</p>
<p><b>Immediate Changes to the Board</b></p>
<p>Also, Yahoo needs to immediately make some changes to the composition of its board. Bostock and Burkle should do the honorable thing and step down from this board.</p>
<p>In truth, this should have happened a year ago. One wonders what might have happened in the last 12 months with Microsoft negotiations had Yahoo acted swiftly, following the 2007 annual meeting, to remove them.</p>
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		<title>Glass Lewis Half Empty</title>
		<link>http://allthingsd.com/20080724/glasslewis/</link>
		<comments>http://allthingsd.com/20080724/glasslewis/#comments</comments>
		<pubDate>Thu, 24 Jul 2008 15:28:58 +0000</pubDate>
		<dc:creator>John Paczkowski</dc:creator>
				<category><![CDATA[News]]></category>
		<category><![CDATA[Arthur Kern]]></category>
		<category><![CDATA[Carl Icahn]]></category>
		<category><![CDATA[compensation committee]]></category>
		<category><![CDATA[Egan-Jones Proxy Services]]></category>
		<category><![CDATA[Glass Lewis & Co.]]></category>
		<category><![CDATA[Icahn Capital]]></category>
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		<category><![CDATA[John Paczkowski]]></category>
		<category><![CDATA[proxy services]]></category>
		<category><![CDATA[Ron Burkle]]></category>
		<category><![CDATA[Roy Bostock]]></category>
		<category><![CDATA[Yahoo]]></category>

		<guid isPermaLink="false">http://digitaldaily.allthingsd.com/?p=2864</guid>
		<description><![CDATA[Differences of opinion make the financial markets go round. And it would appear that we have some strong ones among the proxy services advising Yahoo shareholders on how to vote at the upcoming election of Yahoo’s board members.]]></description>
			<content:encoded><![CDATA[<p><img src="http://digitaldaily.allthingsd.com/files/2008/07/push_to_exit-300x213.jpg" alt="" title="push_to_exit" width="200" height="113" class="alignright size-medium wp-image-2865" />Differences of opinion are what make the financial markets go round. And it would appear that we have some strong ones among the proxy services advising Yahoo shareholders on how to vote at the upcoming election of Yahoo&#8217;s board members. This week <a href="http://money.cnn.com/news/newsfeeds/articles/djf500/200807231935DOWJONESDJONLINE000888_FORTUNE5.htm">Egan-Jones Proxy Services threw its support behind all eight board members</a> up for re-election at Yahoo&#8217;s Aug. 1 shareholder meeting, arguing that all are qualified for the job.</p>
<p>Glass Lewis &#038; Co., however, does not share that opinion. In a report issued Wednesday, the proxy advisory firm recommended getting rid of three Yahoo (YHOO) directors: Chairman Roy Bostock and directors Ron Burkle and Arthur Kern. All three sit on the company&#8217;s compensation committee, of which Glass Lewis seems to take a very dim view. From the Glass Lewis report:</p>
<blockquote><p>
Nominees BOSTOCK, BURKLE and KERN all served as members of the compensation committee in fiscal year 2007, during which time the Company paid more compensation to its top executives but performed worse than its peers. The members of the compensation committee have the responsibility of reviewing all aspects of the compensation program for the Company&#8217;s executive officers. It appears to us that members of this committee have not effectively served shareholders in this regard. Further, we are concerned that the committee approved the adoption of the Change in Control Severance Plans with potential brobdingnagian payouts, potentially discouraging a takeover.</p>
<p>Additionally, Mr. Bostock serves as chairman of the nominating and corporate governance committee. At last year&#8217;s annual meeting, Messrs. Bostock, Burkle and Kern each received over a 31 percent vote against their re-election. In our 2007 Proxy Paper, we recommended voting against each of these directors due to the Company&#8217;s excessive compensation practices. We believe this raises concerns about whether the nominating and corporate governance committee is fulfilling its duty to shareholders, considering that all three directors remain on the board. Moreover, we find it disconcerting that Messrs. Bostock and Kern continue to serve on the committee charged with overseeing governance issues for the Company.&#8221;
</p></blockquote>
<p>It&#8217;s worth noting, as well, that Glass Lewis was not without concerns about Carl Icahn. In its report, the advisory service noted:</p>
<blockquote><p>
Carl Icahn, chairman of Icahn Enterprises G.P. and CEO of Icahn Capital LP, currently serves on a total of seven public company boards. His total number of directorships will expand to eight once he is appointed to Yahoo&#8217;s board. We believe that the time commitment required by this number of board memberships may preclude Mr. Icahn from fulfilling his responsibilities to this Company&#8217;s shareholders. We believe shareholders should monitor Mr. Icahn&#8217;s ability to devote sufficient time and attention to the Company.&#8221;
</p></blockquote>
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		<title>Say Hello to the Yahoo Board Members</title>
		<link>http://allthingsd.com/20080128/say-hello-to-the-yahoo-board-members/</link>
		<comments>http://allthingsd.com/20080128/say-hello-to-the-yahoo-board-members/#comments</comments>
		<pubDate>Mon, 28 Jan 2008 08:58:05 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
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		<category><![CDATA[Maggie Wilderotter]]></category>
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		<category><![CDATA[Roy Bostock]]></category>
		<category><![CDATA[Terry Semel]]></category>
		<category><![CDATA[Vyomesh Joshi]]></category>
		<category><![CDATA[Yahoo]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/20080128/say-hello-to-the-yahoo-board-members/</guid>
		<description><![CDATA[One of the most overlooked parts of Web companies are their board members, so I think it is time to start looking more carefully at those firms where the role of directors is going to be increasingly important in 2008.

First stop, obviously, is Yahoo, which reports its fourth quarter and also full year earnings (and also perhaps some board-approved layoffs) tomorrow after the markets close.

With everything from consistently persistent takeover rumors, a still-lagging stock price and continued scrutiny on its moves to revive itself, the company's managers and--it must be assumed--its directors obviously face challenges in the year ahead.]]></description>
			<content:encoded><![CDATA[<p><em>One of the most overlooked parts of Web companies are their board members, so I think it is time to start looking more carefully at those firms where the role of directors is going to be increasingly important in 2008.</em></p>
<p><img src='http://kara.allthingsd.com/files/2008/01/images4.jpeg' alt='yahoologo' class='alignleft'/></p>
<p>First stop, obviously, is Yahoo, which reports its <a href="http://yhoo.client.shareholder.com/results.cfm">fourth quarter and also full-year earnings</a> (and also perhaps some <a href="http://kara.allthingsd.com/20080122/laid-back-layoffs-at-yahoo/">board-approved layoffs</a>) tomorrow after the markets close.</p>
<p>With everything from consistently persistent takeover rumors, a still-lagging stock price and continued scrutiny on its moves to revive itself, the company&#8217;s managers and&#8211;it must be assumed&#8211;its directors obviously face challenges in the year ahead.</p>
<p>They certainly seem to be a pretty experienced group, with just the right kind of expertise in retail, telecommunications, engineering and entertainment.</p>
<p>Curiously, with all the noise around Yahoo, this has been a circumspect bunch and it&#8217;s not clear how much influence this group is exerting over management or how willing it is to roll up its sleeves and get into it.</p>
<p>Still, board members are supposed to be where the buck actually does stop, so, as a BoomTown public service, here&#8217;s a little primer of who&#8217;s who on the Yahoo BOD, so you know who is actually in charge (and, of course, who is to blame):</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/jerry_yang_thumb.jpg' alt='jerryyang' /></p>
<p>First among equals is obviously Yahoo CEO and Co-Founder Jerry Yang, who needs no introduction. Born in Taiwan and raised in San Jose, Calif., he has been trying to bring back the company he founded with David Filo since taking over the top slot at Yahoo last June. The obviously iconic figure within the company, he occupies the hottest seat of all. Some think his leadership has not been nearly bold enough, while others think his steadier approach to Yahoo&#8217;s revival is just what the company has needed.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/terry_semel_thumb.jpg' alt='terrysemel' class='alignleft'/></p>
<p>Terry Semel served as Yahoo CEO from 2001 to 2007. After he left that job when the company&#8217;s troubles became more pronounced (to be fair, Semel did do a great job getting Yahoo back from its last brink when the first bubble popped), the former Hollywood mogul kept his title as chairman. He is also on the board of Polo Ralph Lauren, as well as many arts and cultural organizations. Recently, Semel revived his Los Angeles-based new media investment firm, Windsor Media, and rumors abound to his intentions&#8211;including <a href="http://www.deadlinehollywooddaily.com/sources-semel-looking-at-new-line/">possibly making a play for a Hollywood studio</a>. Big question: Will Semel continue as chairman of Yahoo in 2008?</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/roy_bostock_thumb.jpg' alt='roybostock' /></p>
<p>What to make of Roy Bostock, who has been on Yahoo&#8217;s board since 2003? I&#8217;ll tell you what: If Semel were to step down as chairman, the chatter is that the former top-level advertising exec (chairman and chief executive officer of D&#8217;Arcy Masius Benton &#038; Bowles) is best suited to the job, given the importance of Yahoo&#8217;s ad business. Bostock also serves now has chairman of Northwest Airlines and is on the board of Morgan Stanley and is a principal at Sealedge Investments LLC.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/ron_burkle_thumb.jpg' alt='ronburkle' class='alignleft'/></p>
<p>Ron Burkle, founder and managing partner of the Yucaipa Companies, a private investment firm, has been a director since 2001. The high-profile Burkle, of course, is better known for being best billionaire buddy of Bill Clinton (and big fundraiser for Hillary Clinton). He is a curious choice to be on the board, although he is said to add an interesting perspective and also has obvious experience in retail and distribution (largely in the supermarket industry). He is also on the boards of Occidental Petroleum and KB Home.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/vyomesh_joshi_thumb.jpg' alt='vyomeshjoshi' /></p>
<p>Vyomesh Joshi joined the Yahoo board in 2005. He probably brings a good consumer product perspective to the company from his perch as executive vice president of the Imaging and Printing Group at Hewlett Packard, a $26 billion business with an operating profit of $3.8 billion, which is a whole lot of the kind of ink Yahoo needs. The longtime HP exec also has responsibilities in the entertainment arena for HP, which should be a boon to Yahoo.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/robert_kotick_thumb.jpg' alt='robertkotick' class='alignleft'/></p>
<p>The same goes for <a href="http://kara.allthingsd.com/20071213/activision-blizzards-ceo-bobby-kotick-speaks/">Robert Kotick</a>, the chairman and CEO of games maker Activision, which recently merged with Vivendi&#8217;s Blizzard Entertainment unit, to create one of the biggest gaming companies in the world. Yahoo could use a little Guitar Hero buzz that Kotick&#8217;s company has gotten from the third version of the popular interactive game, a big holiday success, and also Blizzard&#8217;s World of Warcraft.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/gary_wilson_thumb.jpg' alt='garywilson' /></p>
<p>The other Northwest Airlines link is its Chairman Emeritus Gary Wilson, who has been on the Yahoo board since 2001. Wilson, who is also on the board of CB Richard Ellis, has an extensive financial background, working as the top numbers guys at places like Walt Disney (where he was a longtime board member) and Marriott. But can he lend his expertise to make the numbers work better at Yahoo?</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/maggie_wilderotter_thumb.jpg' alt='maggiewilderotter' class='alignleft'/></p>
<p>The only woman director, Maggie Wilderotter, joined last July and serves as the chairman and CEO of Citizens Communications, which is an independent provider of telecommunications services. That background is important for Yahoo, but perhaps more important is her experience as a SVP at Microsoft (rumored to be the main company interested in acquiring Yahoo). Wilderotter has also been president and CEO of Wink Communications and has held a number of jobs at AT&#038;T, and serves on the board of Xerox and the Tribune Company.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/eric_hippeau_thumb.jpg' alt='erichippeau' /></p>
<p>Eric Hippeau, managing partner at Softbank Capital Partners, is one of the two granddaddy Yahoo board members (along with Arthur Kern), having served as a director since 1996. Before Softbank, he was chairman and CEO of Ziff-Davis in its heyday. Hippeau is also on the board of Starwood Hotels and Resorts Worldwide.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/arthur_kern_thumb.jpg' alt='arthurkern' class='alignleft'/></p>
<p>Arthur Kern has also been on the Yahoo board since 1996. Kern made his fortune selling off American Media, an owner of radio stations, which he co-founded and ran. Kern now invests in marketing and media companies. (BoomTown, with great regret, has never met him after all these years&#8211;lazy, lazy BoomTown! And everyone says how nice he is. Lunch, Arthur?)</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/ed_kozel_thumb.jpg' alt='edkozel' /></p>
<p>Ed Kozel, the CEO of the start-up Skyrider (a P2P search engine), is perhaps the most experienced technologist on Yahoo&#8217;s board and another key member of the board, say many, where he has served since 2000. He&#8217;s been a VC (Open Range Ventures), a consultant (Integrated Finance) and also was a longtime Cisco exec (he was CTO and SVP of business development there) and board member. He&#8217;s also been on the board of Reuters and is a director for Network Appliance.</p>
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