AllThingsD » proxy

HP CEO Whitman Earned One Dollar Plus $16 Million in 2011

Arik Hesseldahl — Fri, 03 Feb 2012 15:27:02 +0000

Hewlett-Packard released its annual proxy statement this morning, which, among other things, gives a look at what its top five executives made last year. Here’s the rundown:

CEO Meg Whitman, who upon becoming CEO agreed to take an annual base salary of $1, received more than $16 million worth of stock awards. Add on another $372,598 in other compensation, and the total value of her package was north of $16.5 million. Much of that other compensation stemmed from the period when Whitman was a director on HP’s board, and before she was CEO.

Under her employment contract, Whitman received an option to purchase 1.9 million shares of HP stock at a strike price equal to the value of the share price on the date of the grant, and subject to vesting requirements over time. As of today, 1.9 million shares would be worth almost $55 million. Whitman, the filing says, was the only one among the company’s named executive officers to receive an options award during 2011.

The filing also shows that CFO Cathie Lesjak made a base salary of $825,000, plus $9.3 million in stock-based compensation, $679,000 in incentive pay and $101,500 in other compensation, for a total of more than $11 million.

Todd Bradley, executive vice president and head of the Personal Systems Group, the division that HP briefly considered spinning out last year, made a base salary of $850,000, plus $9.3 million in stock-based compensation. He received $464,457 in incentive pay, plus $105,000 in other compensation, for a total just shy of $10.7 million.

Vyomesh “VJ” Joshi, the executive president and head of the Imaging and Printing Group, got an $850,000 salary, too, and nearly $8 million in stock awards, plus $638,355 in incentive pay, for a total of $9.8 million.

Shane Robison, the former chief strategy officer who retired last year, received a base salary of $781,250, plus stock awards worth $7.6 million and $606,506 in incentive pay, for a total of $9 million.

Finally, we have a full accounting of what former CEO Léo Apotheker made for his 11 months of service at HP’s helm. The full amount was $30.4 million. The precise amount had been the subject of some guesswork based on less-than-complete HP filings made around the time of Apotheker’s departure. The filings netted for HP a dubious award for “Worst Footnote of the Year” over at Morningstar’s Footnoted blog. My best guess had been in the $28 million to $33 million range.

Apotheker’s compensation breaks down like so:

$1,152,770 in base salary.
A $6.4 million bonus, of which $4 million was a signing bonus when he joined HP, and $2.4 million paid under the terms of his separation agreement.
Stock awards worth $17,660,759.
$5.2 million in “other compensation.” Within that was $2.9 million in relocation expenses related to Apotheker’s move from France to California and back; $1.7 million in “miscellaneous,” the majority of which, as explained in a footnote, was a “reimbursement for foregone non-competition payments that would have otherwise been payable by his former employer,” which refers to the software company SAP, where Apotheker was co-CEO.
Another $25,000 representing his personal use of HP aircraft.

Steve Jobs's Paycheck: $1. Tim Cook's Paycheck: $378 Million.

John Paczkowski — Mon, 09 Jan 2012 22:45:51 +0000

Financially, 2011 was a windfall year for Tim Cook. His appointment as Apple CEO following the departure of co-founder Steve Jobs brought with it a new salary and a wheelbarrow full of stock awards.

According to Apple’s 2012 Proxy Statement, Cook received a jaw-dropping $377,996,537 in total compensation last year — which is $377,996,536 more than his late predecessor made.

Cook made a little more than $900,000 in salary in 2011, but a massive bonus in restricted stock units, vesting in two five-year increments and doled out with his appointment to the CEO slot, sent his total compensation into the stratosphere.

Of course this isn’t the first time Apple has showered a CEO in stock options. A similar scenario played out in 2006, when Steve Jobs received $646.6 million, much of it in stock.

HP Wins Dubious "Worst Footnote" Award for 2011

Arik Hesseldahl — Fri, 30 Dec 2011 21:10:45 +0000

The end the year is a time for many kinds of awards. The Associated Press annually votes on the top news stories of the year. The Wall Street Journal picked the year’s biggest flops in tech.

The readers of Footnoted, the Morningstar-owned blog that follows the surprisingly fascinating world of SEC filings, annually select its worst footnote of the year — in other words, the best/worst disclosure of 2011. Hewlett-Packard won.

And what prompted the voters to award the world’s biggest tech company this dubious distinction? Its severance payment to former CEO Léo Apotheker, who, according to Footnoted’s reckoning, walked away with $25 million to $33 million following an 11-month stint at HP’s helm, during which its market capitalization declined by more than 40 percent.

Footnoted’s Michelle Leder calculated that range, having dug through the byzantine details of Apotheker’s employment contract as well as the separation agreement that HP filed after he left, and concludes the amount was probably closer to $36 million.

Before he was let go, I had taken a stab at the terms of Apotheker’s contract myself and came to a similar range of $28 million to $33 million. Then, after Apotheker’s departure, I trimmed that estimate a bit based on an HP 8K filing. It’s a tricky business running the numbers on these things, but as Footnoted says, we’ll probably get a final accounting when HP files its annual proxy statement early next year.

Apotheker’s package was part of what likely prompted HP to revise its severance policies, as The Wall Street Journal reported earlier this month. From now on, senior HP execs who get pushed out will have to leave behind unvested stock options and grants of restricted shares.

It’s also worth noting that HP beat out rival IBM in the worst footnote selection. Big Blue was in the running for its disclosure of outgoing CEO Sam Palmisano’s $170 million retirement benefit package, which includes, among other things, a $30 million pension that pays $3.2 million a year for life.

But it’s not the first time that HP has taken fire for the size of its payouts to ousted CEOs. When Mark Hurd resigned in 2010, he walked away with a severance deal worth about $35 million, but then later gave some $13 million back by forfeiting a batch of HP shares as part of a legal settlement with HP that followed his joining Oracle as co-president.

James Murdoch Turns Down $6 Million Bonus, Citing PhoneGate

Peter Kafka — Fri, 02 Sep 2011 18:49:26 +0000

News Corp. executive James Murdoch says he’ll decline a $6 million bonus the company gave him for his performance in its last fiscal year, citing the ongoing PhoneGate scandal.

Murdoch, who is Deputy Chief Operating Officer and until recently has been seen as the heir apparent to his father Rupert Murdoch, has also been one of the primary focal points during the scandal. He has been in charge of News Corp.’s British newspaper unit that has been accused of widespread, systemic phonetapping and other charges (News Corp. also owns this Web site).

Here’s his statement:

In light of the current controversy surrounding News of the World, I have declined the bonus that the company chose to award to me. While the financial and operating performance metrics on which the bonus decision was based are not associated with this matter, I feel that declining the bonus is the right thing to do. I will consult with the Compensation Committee in the future about whether any bonus may be appropriate at a later date.

Murdoch is keeping the rest of his compensation, which includes a base salary of $3 million, $8.3 million in stock awards and other benefits including personal use of the company’s aircraft, which the filing values at $224,864 for the fiscal year.

In News Corp.’s annual proxy statement, filed with the Securities and Exchange Commission today, the company said it considered the following factors in awarding him his $6 million bonus:

“Mr. J.R. Murdoch played an important role during fiscal 2011 in developing the Company’s key businesses and investments in Europe, Asia and the Middle East, including the development of the Company’s content and distribution strategy. He led the success of STAR India, which delivers market-leading content, and he led the Company’s ongoing deployment of satellite television in Italy (with Sky Italia achieving its highest ever subscriber base), the UK, Germany and India, where we operate, or are key investors in, industry-leading pay television platforms. Under his leadership, the Company expanded its presence in the Middle East through a key strategic partnership and optimized its European asset portfolio through the disposition of News Outdoor. Mr. J.R. Murdoch also successfully transitioned into his new role as Deputy Chief Operating Officer and Chairman and CEO, International, expanding his responsibilities.”

ISS Calls for Apple CEO Succession Plan

John Paczkowski — Fri, 04 Feb 2011 12:00:14 +0000

Apple doesn’t want to divulge its executive succession plan, but it may soon have to. With CEO Steve Jobs on indefinite medical leave for an undisclosed condition and the company’s annual meeting scheduled for Feb. 23, support is growing for a shareholder proposal that would require Apple to explain what it plans to do should Jobs step down.

Now backing the measure: The Laborers’ International Union of North America and Institutional Shareholder Services, one of the most influential proxy advisory outfits around.

“ISS believes that shareholders would benefit by having a report on the company’s succession plans disclosed annually,” ISS said. “Such a report would enable shareholders to judge the board on its readiness and willingness to meet the demands of succession planning based on the circumstances at that time.”

That may be so, but according to Apple, which recommends shareholders vote against it, such a report would also give the company’s rivals unfair advantage by publicizing its objectives and plans and would undermine its efforts to recruit and retain champion executives. “The company takes succession planning seriously, and the board has adopted a comprehensive process to ensure continuity and maintain the superior quality of its management team,” Apple said in its 2011 proxy statement. “This process also allows flexibility to adjust to unanticipated changes in the market.”

What it doesn’t allow for is transparency, something investors might appreciate with Jobs now on his third medical leave from Apple.

Yahoo CEO's "Over" Pay Puts Spotlight on Performance

Kara Swisher — Tue, 12 Oct 2010 12:12:59 +0000

Yahoo’s CEO Carol Bartz has been under pressure of late, due to everything from executive turmoil to flat revenue to lack of vision to, perhaps most importantly, a flaccid stock price.

And, as of yesterday, you can add excessive pay to the pile.

That’s because Bartz just topped the list of 25 overpaid CEOs, which is done annually by proxy adviser Glass, Lewis & Co.

A dubious distinction, to say the least.

The San Francisco-based firm pointed to the $39 million Bartz garnered last year from Yahoo (YHOO), which–to be fair–includes both salary and options she has not yet sold.

Still, the huge sum also recently put her atop Fortune magazine’s list of highest-paid women.

Glass Lewis, of course, was using Yahoo’s top exec to make a point:

“Bartz represents a problem we find at many other firms with poor pay-for-performance grades: excessive compensation awarded to executives to encourage them to join or remain with a company.”

Indeed, this big number–however loaded with options based on some level of performance–is one that is sure to draw shareholder ire, due to the fact that the well-paid Bartz is simply not delivering what had been hoped for when she was brought on to shake up Yahoo.

It will be interesting to see if the board of Yahoo–hands down the weakest and most mistake-prone in Silicon Valley–will act in the same way the Microsoft (MSFT) board did with CEO Steve Ballmer.

Although a small thing, especially given how wealthy Ballmer is, the company pointed to the ill-fated venture that was the Kin phone and the slow response to the Apple (AAPL) iPad juggernaut, when giving him only half his maximum bonus recently.

This was despite record revenues at Microsoft, yet still a tiny but encouraging sign that the board has the courage to say: Not good enough.

Will Yahoo’s mousy board members manage to squeak out any such message to Bartz in the months ahead?

Having seen them in action for many years of stumbles now, which has been like watching someone throw himself continually down a flight of stairs, here’s my educated guess: No.

Apple vs. Google: Game On

John Paczkowski — Tue, 02 Mar 2010 21:18:04 +0000

Is Apple’s lawsuit against HTC a proxy through which to strike at Google and its increasingly popular Android OS? It certainly looks that way.

While not directly named in the lawsuit, Google (GOOG) figures prominently in it simply because of the sheer number of times “Android products” are called out in the complaint. According to Apple (AAPL), “Accused HTC Android Products” infringe no fewer than nine of its patents–some dating from back to the company’s NeXT days. They are:

Patent #5481721: Method for providing automatic and dynamic translation of object oriented programming language-based message passing into operation system message passing using proxy objects
Patent #5519867: Object Oriented Multitasking System
Patent #6275983: Object-Oriented Operating System
Patent #5566337: Method and apparatus for distributing events in an operating system
Patent #5929852: Encapsulated network entity reference of a network component system
Patent #5946647: System and method for performing an action on a structure in computer-generated data
Patent #5969705: Message protocol for controlling a user interface from an inactive application program
Patent #5915131: Method and apparatus for handling I/O requests utilizing separate programming interfaces to access separate I/O service
Patent #RE39486: Extensible, replaceable network component system

These patents all cover operating system-level behavior. Could these behaviors be specific to the version of Android running on HTC’s devices? I suppose that’s possible. But it seems unlikely. As Engadget’s Nilay Patel writes in an excellent breakdown of the patents at issue, “Some of these patents are from 15 years ago and cover OS-level behavior–it’s hard to see how they can relate only to HTC’s implementation of Android and not Google’s OS as a whole.”

In other words, this may be an early salvo in Apple vs. Google. If that’s the case, why was it made against HTC? As I noted in an earlier post, as a contract manufacturer, HTC is an easier target.

And, of course, Google isn’t building the allegedly infringing devices. But more important, Apple and Google still work closely together on two apps that are core to the iPhone and soon, the iPad as well: Search and maps. Going after Google outright might put those projects at risk at a time (pre-iPad launch) when they need to be preserved. And Apple can always add the company to the suit at a later date.

Safer then for Apple to spank a company like HTC to make its point–unless, of course, Google feels compelled to come to HTC’s defense.

Reached for comment, Google had only this to say: “We are not a party to this lawsuit. However, we stand behind our Android operating system and the partners who have helped us to develop it.”

Further Reading:

Apple Sues Nexus One Maker HTC Over iPhone Patents

Apple Sues HTC [Complete Court Filings]

Why HTC, Apple? And Why Now?

Tim Armstrong Makes One Last Pitch for AOL: "No More Hail Marys"

Peter Kafka — Wed, 09 Dec 2009 18:15:56 +0000

AOL is about to cut ties to Time Warner (TWX), and CEO Tim Armstrong has been making his case to current and potential investors. Here’s one last pitch, delivered to the crowd at the annual UBS (UBS AG) Media and Communications Conference in New York.

Note to readers and/or Engadget editors: This liveblog is not an official transcript. Rather, it is a compilation of quotes, paraphrased statements and ad-lib observations written and posted to the Web as quickly as possible. It is not intended as a transcript and should not be interpreted as one. Cool? Cool.

Q: Why leave Google, which is awesome, for AOL, which is not?

A: The Internet is still at an early stage. AOL is a global brand, and that’s hard to build. We have a unique set of assets. AOL can be core and central to where the next $50, $100 billion are going. And we have unique talent to make a run at it.

Q: Please explain your strategy.

A: “Content, ads and communication.”

Q: Why is this turnaround different than other AOL turnarounds?

A: I can tell you whatever, but you need to see metrics move to believe me. But we have a good strategy. “You have to maniacal about the piping,” and in the past AOL wasn’t. We had terrible integration of acquisitions, systems. You want to be able to take $25, $40 million ad deals and run them through the piping and we haven’t been able to do that.

Q: Please explain AOL’s content strategy.

A: We launched our content platform last night. A single platform. It uses data, helps scale to content producers and will work with thousands of partners. It differs from Demand Media et al in that we already have scale for production and scale for advertising. We can snap those two platforms together. [Note: No mention of robots yet.]

Q: Is AOL interested in video or other self-produced stuff?

A: Sure. Video’s important to us. We’re also interested in what we would call “niche at scale.” As a collective whole, we have 70 or 80 properties and will go up to 100. We want to aggregate uniques that will be attractive to advertisers. We want to own the equivalent of the top 80 or 90 cable channels on the Internet. We’re also very interested in local, via Patch [which Armstrong invested in before AOL bought it].

Q: How do you market all this content?

A: By the way, everyone thinks our traffic comes from the access business. That’s not true. It’s a minority of our traffic. Also, when you produce your own content, you can distribute it and get traffic back. You also need to make this stuff shareable on the Web. We’re getting mass scale distribution from platforms like Twitter and, of course, search.

Q: There’s a big gap between your monetization and Yahoo’s (YHOO). How do you change that?

A: I can’t tell you! It’s how I got my job. Ho ho ho. Okay: AOL went to a network-based strategy a couple of years ago, which cut into the pricing yield, and that is now changing. We addressed this in the summer and fall. Also, AOL, shockingly, had under 1,000 customers on ad platforms when I showed up–700, actually. At Google (GOOG), we had millions. So we had a clear dialogue about what had happened. Also, the salesforce needed to be restructured, different tiers of the salesforce. And we also needed a self-service option you can use with a credit card. “Look, this is why they hired me….If we can’t make that business work, I think we have big issues.”

Q: What’s up with search?

A: We like Google and are still talking to them. We’re also talking to “other partners.” Last time, the deal was done “purely for money,” and that had benefits and some downside. This time, the pricing may be different, but it’s not the only thing that determines value.

Q: Please be more specific.

A: Okay. We’re really big on music. But if you go to AOL search for music, you get a subpar version of Google’s search for music. There are too many ads on the page. So why don’t we set up a onebox-like search box and send people to AOL music? For example, let’s think about trading search dollars for display dollars. We want to make money on ads in a much more natural and healthy way.

Q: What about investments in content?

A: Sure. We’re making nominal investments in content and a putting a lot of money in technology and infrastructure. In terms of M&A, we will sell off stuff that doesn’t make sense and do tuck-in buys.

Q: How does your local strategy differ from others?

A: We do real local, not quasi-local. We put editors in communities to actually get the stuff and monitor and update platforms. “It’s a risk, it’s a bet,” but early results are promising.

Q: Your ad business is much less profitable than that of your peers. What up?

A: Our hamburger stand says “really cheap burgers at really cheap prices,” but we’re actually serving sea bass, and we should be charging for that. We told customers, via Platform A, etc., that they could buy us really cheap. Also, cost structure: We’re taking out a third of the business. Access was making money, and things “kind of got loose” at the rest of company. But advertising can be nicely profitable with content and we can do that.

Q: Okay, but when do ad biz profits become self-sustaining?

A: Not in 2010, but sooner than five years. I own two percent of the company, and I want it to work. Morale is already better than when I got here.

Q: Are you removing all premium inventory from Ad.com?

A: Don’t believe what you read! Internet! Bad! An analyst said we might do it. What we’re going to do is “sell Superbowl product at Superbowl pricing.” [i.e., a nonanswer]

Q: What’s up with the access business and the traffic it generates?

A: We have 100 million users. Five million people get “paid services” from us. Half of those are dial-up users. But people think that 70, 80, 90 percent of traffic comes from access. That’s not the case.

Q: What’s up with mobile?

A: We want to increase consumer mobile traffic. We have lots of Apple Store downloads. We’ll do more consumer downloads/traffic. And we’ll build our mobile ad business after that, probably in 2011.

Q: What do Federal broadband access plans mean for your business?

A: All of us believe that there will be some “tail” of dial-up access for some time. But it’s not going away, and the decline is actually moderating [which makes sense--if you're still on dial-up now, what are you waiting for?]

Q: Please reiterate profitability plans for display/content/ads.

A: In reality, we’re “marginally” profitable now, but that’s not good enough.

Q: If you reprice ad business profitability, what does that mean for you?

A: I don’t want to set goals, but we’re not off by single digits. It’s significant.

Q: Talk about your communications business, please.

A: We have AIM, ICQ, email–all big opportunities. We need to clean up current products and services. Communications products “were recipient of problems” in the past. AOL tried to jam Bebo and AIM together, which didn’t work. We also slammed our stuff with way too many emails. I tried AOL email when I started and got 15 to 20 ads. Not a great user experience. It’s “project hygiene.” We also believe people want a unified platform across devices and we’re working on that.

Q: Talk about compensation.

A: I had the money options at Google, which got moved into AOL options at market value. Plus salary blah blah. I didn’t take a bonus this year “because I don’t think I should have gotten paid for laying off a third of our employees.” [All of this is discussed in the proxy, no?]

Q: Here’s a softball about your management team. How awesome is it?

A: Totally awesome. We’ll add more over time. On the engineering side, I was surprised that we weren’t chasing good engineers when we got here. “We have spent a lot of time and energy on the subject matter.” Culturally, our “internal mojo turned around,” and now the engineering community gets that we “have a big-hair problem” but that we have tons of use so things they do here have a big impact.

Q: Brand strategy: How do you extract brands people don’t know about while promoting the main site and vice versa?

A: We think about this like Disney (DIS), I think. By the way, there are two brands. The financial media brand is battered–worst merger in history, etc. But consumers like the AOL brand. Tomorrow, we’re giving AOL users a a 50 percent promotion via Target (TGT) on “very good toys.” So in the Disney way, there’s the brand people like, and we have other brands people like, just as Disney has ESPN. So we’ll have non-AOL brands launching, and we’ll refurbish the AOL brand itself.

Q: Whither MapQuest?

A: MapQuest is still Top 20 search term. It has a large market share. The technology has not been focused on in a number of years. We’re changing that. Partners are inquiring about MapQuest, and I think what we’ll do is an operational partnership with them. We feel like its a “very, very valuable property.”

Q: What are best metrics to evaluate AOL’s turnaround/growth?

A: Unique visitors [which is what everyone says now]. We need a turnaround in domestic display, which you should see in 2010. And then we need to generate cash, because that’s what healthy companies do. In terms of that cash: No more “hail Marys” where we take cash from access and make big bets on things that we don’t know about [i.e., Bebo]. We will want to fund the Web services business with cash from the Web services business.

On2 to Shareholders: Take the Google Stock, You Morons

John Paczkowski — Mon, 07 Dec 2009 16:18:25 +0000

On2 shareholders outraged over the company’s pending acquisition by Google will soon have a chance to sack the deal. At a special meeting on Dec. 18, the 60-cents-per-share offer will be put to a vote that’s likely to prove quite contentious, thanks to a cadre of On2 shareholders who believe the offer doesn’t reflect fair market value.

Google’s (GOOG) bid represents a 57 percent premium over On2′s share price before the deal was announced on Aug. 5, but these shareholders claim the company and its video compression IP are worth more and argue that its board should have held out for a more lucrative offer. As one said during an August On2 earnings call, “We have the world class technology and we just sold it for just sixty cents.”

While it’s true that On2′s stock once traded as high as $3.99–back in 2007–that hasn’t been the case lately. And much as the company’s dissident shareholders would like to believe that Google’s demand of exclusivity in the negotiations and “no shop” provisions in the merger agreement prevented On2 from receiving competing buyout offers, that doesn’t seem to the case either. As On2 noted in a merger FAQ issued today, no other companies have inquired about a potential acquisition since the Google deal was announced. From that document:

Did the mid-cap sized publicly traded company in the semiconductor industry referenced in the proxy/prospectus that contacted On2 in late June 2009 express any interest in a transaction with On2 after the merger transaction with Google was announced?

No. On2 did, however, receive an email from such company following the announcement of the Google transaction in which company stated the following: “Congratulations on the transaction. Nice premium to market.”

Well, there you go.

Perhaps, then, On2 is not worth more than what Google proposes to pay for it. Obviously that’s the opinion of the company’s Board of Directors, which is literally begging shareholders to vote in favor of the merger. Said the board: “If the proposed merger with Google is not consummated, On2 may be forced to revert to a business model and strategy that are uncertain given On2’s size and limited resources and for which there can be no assurance On2 will ever achieve or sustain profitability.”

Not With a Bang, but a Whimper: Icahn Leaves Yahoo Board (Plus His Entire Letter)

Kara Swisher — Fri, 23 Oct 2009 22:00:00 +0000

Carl Icahn, the activist billionaire investor who made such a noisy fuss in his quest to force management and other changes at Yahoo, is taking a much quieter leave from the Internet giant’s board.

He apparently has told the Yahoo (YHOO) board that “there was not a need at this time for an activist investor” and that he has a lot of other companies he invests in to focus on.

That’s true, of course, given a spate of troubled investments that Icahn is dealing with.

But here’s BoomTown’s quickie analysis: Yahoo CEO Carol Bartz completely ignores him.

In fact, Bartz often has gone out of her way to take little gibes at Icahn since she got the top job in January, whether it’s to say he called her too much or that he could try to fire her if he did not like the job she was doing.

For example, she just dissed him publicly in a piece in Forbes, tossing off a saucy insult:

“Icahn is just another shareholder. What’s he going to do, fire me?”

But Yahoo was cordial to Icahn as he departed, even if a lot of people at the company who had battled him were likely thinking: “Don’t let the door hit you on the way out!”

“Carl has been an important member of our Board and has helped us through some significant transitions,” said the Yahoo statement. We are all grateful for his active role shaping the future of Yahoo! and wish him well in all his endeavors.”

Icahn in the second board member to leave under Bartz’s tenure.

Frontier Communications (FTR) CEO Maggie Wilderotter announced in late September that she was stepping down from the board by year’s end.

It will be interesting to see who–if anyone–will comes on board as a director and, of course, if there are more departures. After the departures of Wilderotter and Icahn, there will be 10 directors.

(Here is BoomTown’s No. 1 pick still in that regard.)

In taking his leave, Icahn praised the recent search and online advertising deal Bartz struck with Microsoft (MSFT), noting that it will “provide great long-term benefits, the potential of which many still do not understand.”

Nice final toss to try to spike the stock, Carl! But the MicroHoo deal, which has yet to be approved by regulators, was likely cold comfort for him.

Icahn sank large sums of money in Yahoo with hopes of a big score via the hostile takeover attempt by Microsoft at a price upward of $30 a share.

After that deal tanked, Icahn has seen his stake decline in value.

He sold 16 percent of his Yahoo shares in late August, leaving him with a 4.5 percent stake, or about 63 million shares.

It is also not clear today if Icahn intends to unload more of the stock.

In 2008, he couldn’t buy enough, scooping up the stock at much higher prices.

After mounting a proxy fight–including the lobbing of a series of poison-pen letters–against former CEO and co-founder Jerry Yang and his management team, Icahn got board seats for himself and two others (John Chapple and Frank Biondi) in July of 2008.

As Digital Daily’s John Paczkowski put it perfectly then:

“Having so persuasively argued that Carl Icahn is a doddering Luddite with no articulated plan for Yahoo other than the company’s sale to Microsoft, Yahoo has taken the logical next step and appointed the activist shareholder to its board of directors.”

At the time of the fighting, Yahoo used a quote from Icahn to insult him: “It’s hard to understand these technology companies.”

In a way, that is a pretty accurate description of Icahn’s long wrangle with the Silicon Valley icon.

And, while some might not agree with my take, this is the way the Yahoo world ends for Icahn: Full of sound and fury, signifying nothing.

Here is Icahn’s entire letter to the Yahoo board:

To the Yahoo! Board of Directors:

I am hereby tendering my resignation as a director of Yahoo! to take effect immediately.

When I joined the Board, the company was in a state of turmoil. In the period since then, we have all worked together to achieve much for the Company, most notably bringing Carol on to be the CEO and then consummating the search deal with Microsoft. I am proud to have played a role in both these decisions. Carol is doing a great job and I believe the Microsoft transaction will provide great long term benefits, the potential of which many still do not understand.

I don’t believe that it is necessary at this time to have an activist on the Board of Yahoo! and currently, my attention is focused on other matters. As a result, I do not presently have the time that is necessary to devote to the business and affairs of Yahoo! required if a board member is to fulfill his fiduciary duties to the shareholders

Again, I want to thank the members of the Board for acting so responsibly during my tenure. I look forward to maintaining my relationship with each of you.

Sincerely,

Carl Icahn

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.

Google CEO Eric Schmidt's Friends and Family Fly for Free, Frequently

Peter Kafka — Tue, 24 Mar 2009 22:07:34 +0000

Google’s new 2008 proxy statement looks a lot like Google’s proxy statements from previous years: The company’s top executives received nice bonuses, though slightly smaller than last year’s. And Google’s (GOOG) ruling troika–CEO Eric Schmidt and co-founders Sergey Brin and Larry Page–all took home salaries of $1, and will make do by owning gazillions of dollars worth of Google shares.

One smallish change: Eric Schmidt’s friends and families spent a lot more time with him on the company jet last year.

At least that’s the conclusion I’m drawing from a footnote to the SEC document, which notes he was paid a total of $508,763 in “other compensation.” The breakdown: $402,562 for personal security costs, plus another $106,201 “paid by Google on Eric’s behalf for costs related to aircraft chartered for Google business on which family and friends flew in 2008.”

Google has consistently been shelling out about a half-million dollars in “other compensation” to Schmidt each year, so this is nothing new. The only difference is that Schmidt seemed to bring more friends and family on the Googleplanes last year, or having them take longer flights, than before.

In 2007, friends and family-related flight costs only totaled $4,000. And in 2006, Google shelled out $22,456 for “tax gross-ups” related to those flights, plus another $531 in “aggregate incremental costs.”

So what prompted Schmidt’s pals and relatives to take to the skies that much more this year? I’ve asked Google for more information, and will update if I get anything.

Yahoo PR Head Jill Nash to Depart the Company

Kara Swisher — Mon, 02 Feb 2009 22:44:21 +0000

Jill Nash, Yahoo’s chief communications officer, has told CEO Carol Bartz and other Yahoo staff this afternoon that she is leaving the company.

Yahoo has not made Nash’s resignation official, but is likely to do so quickly as Bartz tries to stanch incessant leaks (like this one; see below!).

In any case, sources said Nash does not appear to have any definite plans to move to another company immediately, so the reasons for her departure are unclear.

BoomTown would have to guess that Nash is simply completely spent from her past two years at Yahoo (YHOO), which have been very fraught from a public relations perspective, to say the least.

Nash, who was hired by former CEO Terry Semel, has had to deal with everything from management turmoil, after Semel was replaced by co-founder Jerry Yang, to poor financial results to a nasty takeover attempt by Microsoft (MSFT) to an even less friendly proxy fight to a failed search deal with Google (GOOG) to recent wrenching layoffs.

Not much good news to report, in other words, especially with a tough turnaround road ahead with newly installed CEO Bartz, who seems to have a very strong mind of her own about public relations.

(Including, several sources tell me, this week in an internal memo, offering cash rewards to employees who turn in other employees who leak to the press. Bartz has also initiated investigations to stop leaks. All I can say about these tactics–while it might seem reasonable to try to stop the leaking, from a management perspective, and I see why Bartz is focusing on it–is: Yahoo is not a prison and its employees are not snitches and–more to the point–they won’t leak to me if Bartz fixes the company.)

While I have not always seen eye-to-eye with Nash on this column’s coverage of Yahoo, I have found her to be a pro to deal with and fair, especially considering the often tense circumstances at Yahoo in the last year.

Nash is not the first top Yahoo exec to depart since Bartz got to Yahoo in mid-January and will not likely be the last, as the new CEO carves out her own path and chooses the team she wants.

Many Yahoos have told me, not for attribution and at all levels of the company, that they are bone-tired of the long-term struggle the company has been engaged in and want to move on, even in this weak economic climate.

Last week, this column reported the departures of Zimbra co-founder Satish Dharmaraj and marketing exec Eric Hadley, neither of which was necessarily due to Bartz’s arrival.

Now it’s Nash’s turn to say goodbye. According to Yahoo’s Web site, her duties were to lead its outward-facing efforts.

It reads, in part: “As a key member of the Yahoo! executive team, Nash will be responsible for the company’s worldwide communications efforts, including public and media relations, corporate reputation, corporate, financial and employee communications, and crisis and issues management.”

Nash came to Yahoo from the Gap, where she was the VP of global corporate communications. Previous to that, she worked at Charles Schwab (SCHW), KPMG and Transamerica Life.

Yahoo's Peter (Chernin) Principle -- And Other CEO Choices

Kara Swisher — Tue, 18 Nov 2008 08:12:18 +0000

Obviously, the dream CEO for Yahoo is News Corp. President and COO Peter Chernin.

And, no surprise, he is the No. 1 choice of most inside and outside Yahoo (YHOO) in the wake of the news late yesterday that current CEO and co-founder Jerry Yang is stepping down.

And why not? Chernin has the right resume: Experienced at running large and complex organizations; savvier than most in media about the Internet; able to make the kinds of dramatic decisions needed; and, perhaps best of all, signaling–via the Los Angeles Times–just this past week that he was open to leaving the powerful media and entertainment conglomerate for something new.

Well, Yahoo would certainly be new for Chernin, in terms of a corporate cleanup challenge, especially compared to figuring out how to make bank on plush toys from “The Simpsons.”

And, while the risks are many, if Chernin (pictured here) managed to turn around Yahoo, he could make a huge fortune too, given Yahoo shares have languished of late, much in the same way they did when former CEO Terry Semel came to Yahoo from Hollywood in 2001.

But it’s not altogether clear whether Chernin would actually leave his powerful perch at News Corp. (NWS) — which owns Dow Jones and owns this Web site. He has been ensconced there for a dozen years, building a huge reputation as a sharp exec (No, Peter, I am not kissing up, as I think Yahoo would wear even you down very, very quickly).

That’s even though many note he is not likely to take over as CEO from its iconic leader, Rupert Murdoch. The media mogul is widely expected to favor one of his own children to lead News Corp. next.

And the 57-year-old Chernin already makes close to $30 million in his current job, which is definitely challenging.

And, although Chernin has been involved in the News Corp.-owned MySpace and has had success backing the Hulu online video site, it is not nearly as hard as the five-year turnaround quagmire (plus no fabulous media mogul perks either) that Yahoo could turn out to be.

In addition, privately to other News Corp. execs, Chernin has regularly pooh-poohed a move to a digital company, even though he is always on the short list for a lot of big Internet jobs — such as the long-unfilled post as digital head at Microsoft (MSFT) more recently.

So, who else to take over from Yang, who will return to his job as Chief Yahoo after stepping down from the company as soon a search for a replacement CEO is successful?

Well, here is BoomTown’s own shortish list, based on asking a wide range of people inside and outside Yahoo, all of whom are important digital players in their own right.

INSIDE YAHOO

Sue Decker:

The current president of Yahoo is certainly being “considered” for the job, which is a polite term for not really being considered at all. While Decker is an intelligent and thoughtful exec, like a politician with a record, she has had her hand on the operating tiller at Yahoo for too long not to get deservedly blamed for its current situation.

In addition, she is radioactive to big investors, who have told the Yahoo board in no uncertain terms that she is a nonstarter.

Maggie Wilderotter:

The former Microsoft exec, who has also been a public company CEO, is an interesting idea floated by some, who think the Yahoo board might turn to one of its own directors, as a short-term solution to stabilize Yahoo.

Wilderotter has been much focused, said several Yahoo execs, on cost-cutting at Yahoo and certainly is not as tarnished, being a more current board member. But she is a largely unknown quantity in the Internet space and, most importantly, at Yahoo.

John Chapple:

The former CEO of Nextel is one of the two board members (former media Frank Biondi Jr. is the other) recently picked by Carl Icahn, when the activist shareholder was admitted on the board as part of the proxy fight settlement.

Chapple has, sources said, been conducting chats with Yahoo execs lately, perhaps as a way to get a lay of the land. If he got the job, it would be clear Icahn had won his Pyrrhic victory (and personal financial defeat) against Yang.

OUTSIDE YAHOO

Dan Rosensweig:

The very funny, but brash, former Yahoo COO is definitely a favorite within Yahoo’s ranks, except for those who don’t like him. But it’s clear Rosensweig does know and love Yahoo, is close to Yang and, ironically, enjoys a tight relationship with Microsoft CEO Steve Ballmer, who also wanted him for the digital head job.

Also, Rosensweig, who does have operating chops, has gotten some much needed time away from Yahoo, as a partner at the tony media investment firm, the Quadrangle Group.

Meg Whitman:

Another dreamy CEO choice, except she has already been a big company CEO at eBay (EBAY), has proved her mettle in building it to a powerhouse–despite the online auction site’s currently harder times–and has the giant fortune to prove it.

And, oh yes, she is likely to be using that pile of cash to run for governor of California, on the Republican ticket.

Jon Miller/Ross Levinsohn:

The Bobbsey Twins of the Internet, the pair are now having a very good time running their own investment company, the Velocity Group.

But, aside from some questioning whether he can make the quick decisions needed at Yahoo, Miller (pictured here on the right), the former head of AOL, does not want to leave his New York home and cannot take any job anyway until his noncompete with Time Warner (TWX) runs out in March.

And former Fox Interactive Media head Levinsohn likes Los Angeles, and probably is too fast a personality for Yahoo (his going there would be a shock to its system, but would be endlessly entertaining to me personally).

Tim Armstrong:

The top ad exec at Google (GOOG) certainly is an interesting idea, although has little of the product experience needed to run Yahoo. But he is a well-respected advertising figure–where Yahoo needs to shine–and could do well with a lot of strong execs under him.

He is also not on a CEO path at Google–paging, Larry Page!–and could be interested in proving he could run a company on his own.

Kevin Johnson:

The former Microsoft exec was supposed to be running Yahoo, if he and Ballmer pulled off their takeover attempt earlier this year. They did not, and Johnson then left Microsoft to run Juniper Networks (JNPR) in Silicon Valley, right up the road from Yahoo, in fact.

But Johnson is likely subject to a noncompete by Microsoft and a strong contract at Juniper too. Still, a very sharp exec, he definitely has the operating, political, technological and digital skills to take on Yahoo. Also, ironically, he and Yang really get along well and like each other, despite the takeover battle.

Of course, there are a lot of other ideas: Disney (DIS) online exec Steve Wadsworth; the outside-the-box choice of former Procter & Gamble (PG) marketing wizard Jim Stengel; Microsoft digital exec Yusuf Mehdi; CBS (CBS) digital head Quincy Smith (whose hyperactive dealmaking would likely lead to a mutant merger between CBS and Yahoo); and former Cisco (CSCO) and current Joost CEO Mike Volpi.

Please post suggestions below or, better yet, send tips to me at here.

Please see this disclosure related to me and Google.

Carl Icahn-ic: Shareholder Activist Talks About His Quest to Improve Boardrooms (Are You Listening, Yahoo?)

Kara Swisher — Sun, 16 Nov 2008 10:39:02 +0000

What does Carl Icahn, the billionaire activist shareholder who waged war on Yahoo and now sits on its board, really think?

“…I really think current boards and managements are killing the country,” he said in an interview published Friday in The Wall Street Journal’s Opinion Journal. “I’ll tell you why, ’cause I’ve lived it. I’m on a lot of boards, I see how ineffectual they are.”

While he was talking about the state of American management in general and not Yahoo in particular, it’s worth reading an interesting chat Icahn had for a feature called “The Weekend Interview.”

The reason for the talk was because Icahn recently launched United Shareholders of America, which is aimed at changing laws to make management more accountable to shareholders.

Said Icahn about the impact of legislation on CEOs: “…that if they’re going to mess up and they’re playing golf all day, some shareholders will be able to call a meeting to say no more poison pills, no more staggered boards, we want you to get out of here.”

But some of the lax standards are apparently amusing to him. According to the Journal: “Icahn says some boards are so bad that it’s (almost) funny. There’s no need to watch Saturday Night Live anymore, he says, ‘I just sit at a board meeting.’”

Life probably is not quite so funny with regard to Yahoo (YHOO), given Icahn’s five percent stake in the company, which he bought in the mid-$20 range, is now trading at about $10 to $11 a share.

Sources at Yahoo said they are worried Icahn could dump some of his holdings or sell the whole chunk at a loss to one buyer, because several other of his investments are also suffering of late. Such a move could further tank Yahoo shares.

That seems unlikely given Icahn is on the Yahoo board, serving along with two other directors he picked, as part of his settlement with Yahoo to withdraw his proxy fight this past summer.

But he has been unusually quiet since he joined, as has the rest of the board, which could mean he has either become frustrated into inaction or is quietly working on something to turn things around at Yahoo.

That could range from the deal to merge with Time Warner (TWX) online unit AOL, to pushing to have Yahoo CEO Jerry Yang replaced, to continuing his longstanding agitation to get a search deal done with Microsoft (MSFT).

In the Journal interview, Icahn did address Yahoo and such a search deal, although he said little that was new.

Here is that portion of the piece in its entirety:

This summer, he worked with Microsoft to purchase Yahoo’s ‘search,’ but settled for a place on the board. ‘I thought they would do a deal with Microsoft. Obviously, I think Yahoo made a mistake by not doing so. I talked to [Microsoft CEO] Steve Ballmer quite a bit, and we had a pretty damn good deal to sell search,’ he says. ‘I thought I could be an activist in it, but it was very difficult. But these things take time.’ Mr. Icahn says he can’t comment too much about the issue, but he still thinks that Yahoo ‘should do a deal with Microsoft.’”

In fact, everyone thinks that, including Yang, who also said as much in a recent interview at the Web 2.0 Summit.

Everyone, that is, except for Microsoft.

[Drawing, from the Journal, by Ismael Roldan.]

Carl Icahn's Yahoo Board Choices: Meyer and Biondi?

Kara Swisher — Tue, 12 Aug 2008 14:25:34 +0000

Unless there is an 11th-hour change of heart from Time Warner, former AOL head Jon Miller will still not be Carl Icahn’s choice for the two other seats he will select–which also requires Yahoo’s consent–to the board of the Internet company, set to be announced by Friday.

Instead, several sources with knowledge of the situation think Icahn is more likely to choose Edward Meyer and Frank Biondi (pictured here, left to right), both of whom were on the alternative board slate when the activist investor was waging his now-defunct proxy fight against Yahoo (YHOO).

Another possibility is someone BoomTown had previously picked–former Nextel exec John Chapple (pictured here)–as a personal favorite, noting in late July:

Thus, overall, from good-fit perspective, I like another former exec, John Chapple of Nextel best of all because mobile will be increasingly important to Yahoo in Web 3.0 (frankly, it better be, as Web 2.0 has not been too kind to Yahoo).

Via Sprint (S), Chapple knows from big mergers and he knows how to makes deals. He has been the operator of a digital company, unlike many of the others. And he is also an entrepreneur, which is a plus.

Longtime media exec Frank Biondi is a longtime Icahn crony, and Meyer definitely has the advertising chops Yahoo needs, as former Grey Global Group head.

Icahn has already been seated as a board member of Yahoo.

Presumably, Icahn will now begin to try to figure out ways to goose Yahoo’s lackluster stock from the inside, in order to recover the hundreds of millions of dollars in paper losses he has endured since he started his still fruitless quest to change Yahoo’s management and/or get it to sell to Microsoft (MSFT).

One possible scheme was to eventually install Miller as Yahoo CEO.

In any case, both Icahn and Yahoo CEO Jerry Yang strongly supported Miller for the board.

But Miller was unexpectedly nixed because of a noncompete agreement still in place that he had signed with Time Warner after he was tossed from AOL in late 2006.

After tacitly agreeing to waive the noncompete, Time Warner’s CEO Jeff Bewkes told Miller he could not be considered for the slot.

Thus, Yahoo is limited to the list of possible members of Icahn’s director slate.

After Vote-Gate, Heads Must Roll on Yahoo's Board

Eric Jackson — Thu, 07 Aug 2008 00:00:50 +0000

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 Financial Solutions, I say: You couldn’t be more wrong.

This incident will have ramifications in the coming weeks for the composition of Yahoo’s board. But here’s the shocking thing: This latest batch of numbers might still underrepresent the level of disdain shareholders have for this board.

Any corporate election that doesn’t receive 95 to 98 percent support from shareholders for the incumbent management and board is an anomaly. Yahoo’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.

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’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 “faced down” its critics.

Not quite. Gordon Crawford of Capital Research Global Investors did all Yahoo shareholders a favor by demanding a recount. Yahoo and Broadridge complied.

And results of that recount were alarmingly different from the first set of numbers. We’ve all heard of +/- 4 percent in polling, but when was the last time you heard of +/- 50 percent?

The recount might set a modern-day record among S&P 500 companies for the most “withhold” votes for a board in a corporate election. Only Vyomesh Joshi, head of Hewlett-Packard’s (HPQ) printer group, got off without a serious warning from shareholders (a 7.1 percent “withhold” vote).

The “withhold” 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.

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).

What would we all be doing today if Crawford had never called for a recount? If a “tabulation error” happens and no one is there to hear it, did it happen at all? We will never know.

And there will likely be more shoes to drop in this tragedy of errors. This “tabulation error” was only one of two major question marks surrounding last Friday’s initial voting results. Yahoo easily made Broadridge the fall guy for this first error.

The second error–how few eligible shares were counted in the final tally–isn’t so easily eluded. And for that, Yahoo will be the fall guy.

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.

Last weekend, I dove into the numbers in detail and reviewed them against numbers from the last two Yahoo elections. On Sunday night I wrote about the most recent Yahoo shareholder vote 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.

Yesterday, as news of the voting irregularities circulated, I received a number of complaints from frustrated shareholders.

Some claimed they had received multiple proxies from Yahoo over the last month, with several arriving Aug. 4–the Monday after the election. Some said they had had trouble voting by phone. Others, who had initially voted for Icahn’s slate, said when they tried to re-vote against the Yahoo board, they weren’t able to do so.

How many other shareholders encountered similar difficulties? Without a full inquiry, we’ll never know.

These missing votes could have had an even more significant impact on the overall results. For example, Bostock received “for” 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.

Governance Matters

At Friday’s meeting, I asked Yang, Yahoo President Sue Decker and Bostock about three issues that suggest to me that Yahoo’s governance oversight has been lax.

(1)

(2) 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’t Decker drop a few of them until Yahoo finds solid footing again?

(3) About a third–31 to 36 percent–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’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?

I found the trio’s answers to these questions unconvincing. Particularly surprising were Bostock’s comments on Compensation Committee member tenure and compensation.

In the first place, Bostock said while 32 percent of shareholders voted against his reelection last year, 68 percent voted for him. And that’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.

Second, Bostock disputed my assertion that Yahoo’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 “yes.” Yet, according to Yahoo’s own proxy statement, Bostock earned total compensation of $499,264 last year. 2007 compensation for Yahoo’s other board members was as follows:

Ronald Burkle: $482,046
Eric Hippeau: $496,674
Vyomesh Joshi: $519,520
Arthur Kern: $496,990
Robert Kotick: $492,774
Edward Kozel: $516,202
Mary Agnes Wilderotter: $205,832 (for five months of service; annualized $493,997)
Gary Wilson: $482,046

The average compensation for each Yahoo outside director in 2007: $497,531.

Third, Bostock also claimed that this year’s vote would be a far better indication of shareholder support for Yahoo’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’t it time for them to step aside?

Fool Me Once, Shame on You; Fool Me Twice, Shame on Me

Given all this, I am deeply concerned that my interests and those of all Yahoo shareholders are not being protected by the company’s board.

We need to know why 200 million shares were missing from this year’s vote as compared to the last two years’.

We need to know why so many proxies were mailed late to shareholders (on our dime).

We need to know why so many shareholders are questioning whether their votes were counted.

Yahoo will try to sweep all these concerns under the rug, but we shouldn’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.

Immediate Changes to the Board

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.

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.

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.

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!

BoomTown Liveblogging From Yahoo Annual Meeting in San Jose!

Kara Swisher — Fri, 01 Aug 2008 16:35:27 +0000

Ah, lovely breakfast pastries of all kinds tumbling down from the tables outside the Imperial Ballroom at the San Jose Fairmont this morning at Yahoo’s annual meeting.

But, of course, no Carl Icahn and the noisy proxy fight circus that would have followed the shareholder activist here.

Which is kind of a relief, really, after a very fraught year for the troubled Internet company.

As to news that is likely to come out of the meeting, which starts at 10 a.m.?

“It’s going to be boring,” said one Yahoo PR honcho.

“We’re going for dull,” said another, sporting a purple Yahoo T-shirt, which most of the various Yahoo (YHOO) minions were wearing.

“Nothing will happen,” said another.

Actually, it sounds like a great corporate strategy for the year ahead for Yahoo: Aggressive monotony!

No news is good news!

Bore reporters into a stupor!

Well, I am sure I can come up with something.

Until then, here is my video from last year’s meeting at the much less tony Santa Clara Convention Center:

[ See post to watch video ]

Yahoo Annual Meeting Countdown (2 Days to Go!): Slim Pickens!

Kara Swisher — Wed, 30 Jul 2008 15:15:18 +0000

Oh dear, oilman T. Boone Pickens has apparently been Yanged.

That sounds like something that would happen out on the back 40 of a Texas ranch that no one in the clan ever discusses in polite company.

Actually, losing about $50 million is also something moneymen like Pickens don’t like to talk about either, even if he is as rich as can be.

Of course, in dumping his 10 million shares so precipitously, Pickens’s parting shot showed exactly what Yahoo’s big weakness is as the company heads into its annual meeting this Friday: an increasingly depressed stock.

Indeed, because of Pickens’s departure as an investor, Yahoo (YHOO) shares dropped just below the dangerous $20 a share level yesterday to $19.71, not far off the $19.18 price that prompted Microsoft (MSFT) to attack in February.

Yahoo shares are now just holding onto the edge at $20.05 this morning.

This is perhaps Yahoo’s biggest external problem. While the stock has shown resilience of really dipping to the mid-teens, if the shares drop that far, Pickens will look attractive compared with the kind of vulture investors who will show up to pick at Yahoo.

While Yahoo’s assets add up to $20 or more per share on a cash basis, staying above this threshold has largely been predicated on the fact that investors imagine some deal, any deal, between Yahoo and Microsoft in the future.

Such a deal might be the right move, but investors should probably accept the fact that it might never happen and that Yahoo and Microsoft will keep their digital efforts solo.

That’s the trap Pickens wandered right into like a particularly clueless bear.

And while Pickens took aim at Yahoo CEO Jerry Yang at an editorial board meeting with the San Francisco Chronicle yesterday, noting, “I think that Yahoo management was pathetic,” the fault is entirely Pickens’s own in greedily following along with activist investor and longtime crony Carl Icahn.

Pickens had bought a pile of shares in May, after Icahn announced his intention to wage a proxy fight against Yahoo and force it into a sale of some sort to Microsoft.

One problem: Yahoo and Microsoft execs did not go along with the grand idea of enriching either Pickens or Icahn, who aren’t exactly digitally inclined.

That’s no negative really, except to say that the Internet space is not quite the same as oil or, really, most other industries yet.

Despite the struggles of Yahoo and Microsoft against the more powerful Google (GOOG), the Internet remains a fast-growing industry with many options.

In other words, not quite ripe enough for takeover artists’, well, pickin’.

Yahoo Annual Meeting Countdown (4 Days to Go!): Who Will Be the New Board Members?

Kara Swisher — Mon, 28 Jul 2008 10:14:28 +0000

Well, it will not be nearly as interesting as it would have been had activist shareholder Carl Icahn been attacking in a full-throttle proxy fight.

But Yahoo’s annual meeting on Friday will be more of a humdinger than usual (and BoomTown is all signed up to go and waiting for confirmation, after agreeing to a long fascist list of no-you-can’ts from Yahoo PR).

So many moving parts, including who, who, who will Yahoo (YHOO) and Icahn decide on for the two other board members to join besides Icahn (pictured here)?

Actually, I mostly want to know who gets to sit next to Icahn at the first board meeting. I vote Yahoo CEO Jerry Yang!

But I digress, let’s hazard a guess, shall we, of who the newbies will be?

The Icahn slate includes: Lucian A. Bebchuk, Frank J. Biondi, Jr., John H. Chapple, Mark Cuban, Adam Dell, Keith A. Meister, Edward H. Meyer, and Brian S. Posner, as well as the late addition of former AOL (TWX) head Jon Miller.

Yahoo must consent to Icahn’s choices and don’t actually have to seat the new members until August 15. Sources said it is interviewing all the candidates right now.

Miller is obviously a shoo-in, given that Yang suggested him to Icahn. Icahn harbors hopes of Miller taking over from Yang (he has talked to a lot of folks about that, in fact!), so getting Miller on board is step one.

But Yang will surely deny everyone the exquisite pleasure by picking Cuban (pictured here), the former Broadcast.com honcho who got rich via a Yahoo acquisition in Web 1.0, never looked back and never ever said “Thanks!”

You can guess longtime Icahn cronies Biondi and Meister are unlikely, given that it would be like having Carl times two (although I am not completely ruling out the more media-experienced Biondi).

Meyer certainly has the advertising chops as former chairman and CEO of Grey Global, but he might be considered too old-school for Yahoo.

Investor Adam “Brother of Michael” Dell seems more of a long shot, although he is certainly not objectionable to Yahoo. But if the company is looking for experience in Yahoo’s businesses going forward, Yahoo might not consider Dell the strongest of the group.

Same for mutual fund star Posner. An obvious brainiac, but just knowing how to make money on Wall Street does not really make him an ideal person to be on the board of an Internet company.

Now, Bebchuk is indeed intriguing, given his Harvard law professor/shareholder activist background and his pay-for-performance clarion cry. But Yang and some other current board members, who have recently been dinged by some proxy-advisory services for too much compensation compared with their record, might not like having Bebchuk so close by.

Thus, overall, from good-fit perspective, I like another former exec, John Chapple (pictured here) of Nextel best of all because mobile will be increasingly important to Yahoo in Web 3.0 (frankly, it better be, as Web 2.0 has not been too kind to Yahoo).

Via Sprint (S), Chapple knows from big mergers and he knows how to makes deals. He has been the operator of a digital company, unlike many of the others. And he is also an entrepreneur, which is a plus.

But whoever from the Icahn group gets the nod, one thing is certain: If they’re looking for friends on the old Yahoo board, they might want to get a dog instead.

Who Will Be Microsoft's Next Online Chief? McAndrews? Miller? BoomTown?

Kara Swisher — Thu, 24 Jul 2008 11:22:36 +0000

BoomTown was all busy trying to think of execs to replace Yahoo CEO Jerry Yang, as pressure mounts on him to right the troubled Internet company.

But now, Yang’s position feels safer than ever and it’s his nemesis–Microsoft– that needs a new leader for its long-stumbling online services business.

Microsoft (MSFT) was already cracking, according to sources, and had a wish list of internal and external candidates that CEO Steve Ballmer is now considering.

Ballmer noted in his memo to company employees yesterday the departure of Platforms and Services President Kevin Johnson and the reorganization of that massive division, that he would “create a new senior lead position and will conduct a search that will span internal and external candidates.”

Many think, given the turbulence, that Ballmer will pick a trusted internal Microsoft veteran, especially since he probably should move quickly.

Sources said Brian McAndrews (pictured here), who came to Microsoft via the $6 billion aQuantive acquisition last year, is the leading insider for the job.

SVP Satya Nadella, who will run search, MSN and ad platform engineering efforts in a new reorg, is less likely.

But Strategic Partnerships Senior Vice President Yusuf Mehdi, a longtime exec who has previously led online businesses at Microsoft, is also in the mix, the possible dark horse due to his past experience. As strategy “wingman” to Johnson, he might want a more operational job again now that Johnson is gone. Mehdi is also well liked in Silicon Valley and in media circles.

More interesting perhaps is one of the top outside candidates on the list, former AOL head Jon Miller (pictured here), who is poised to be added to the–wait for it–Yahoo (YHOO) board, as part of its recent proxy fight settlement activist investor Carl Icahn.

Miller, who was bounced out of AOL unfairly several years ago, is now running an investment firm with former Fox Interactive Media head Ross Levinsohn.

(And, adding to the hijinks, Levinsohn was on Microsoft’s alternate board in its own abandoned proxy fight against Yahoo.)

Other execs on the list are also more experienced in the Web space, such as former CNET head Shelby Bonnie, who is currently working on a start up called PolticialBase.

Microsoft sources said someone like former Yahoo COO Dan Rosensweig–now in private equity at the Quadrangle Group–is also the type of exec the company is looking for. Of course, he is deeply loyal to Yahoo (and his name has also been bandied about as a possible future Yahoo CEO too).

Of course, the company’s fondest desire is probably to get an even bigger Web or media exec like News Corp.’s (NWS) Peter Chernin or former eBay (EBAY) head Meg Whitman. (News Corp. is the owner of Dow Jones and of this Web site.)

Having been around when Microsoft first dipped its toe in Internet waters back in the mid-1990s, I’m sorry to say that whoever the software giant picks has small shoes to fill.

After years and years of losses, while Google (GOOG) and Yahoo made bank and grabbed share, Microsoft has not.

In its recent quarterly report, for example, while revenues for the online business rose 24 percent to $838 million, losses from Platforms and Services doubled to $488 million.

Ouch! That’s gotta hurt.

Because of the continued inertia, Johnson’s large unit–which includes the powerful Windows division, as well as the online services business–will be reorganized into two parts.

The Windows and Windows Live online service will be one part and other will be made up of online advertising, search and MSN.

That division needs to bulk up the software giant’s efforts in the Web space, especially in the online advertising arena where Google now rules.

In an attempt to make an end run around the search behemoth, Microsoft tried to buy Yahoo, the No. 2 player in the search and search-advertising space, and then tried to grab only its search business–efforts that have so far yielded nothing.

In any case, this reorg of a previous reorg (Ballmer united the Windows and online services business three years ago) is a clear signal of the unrest and even a bit of chaos at Microsoft resulting from the Yahoo battle.

There is definitely a lot of ire aimed directly at Johnson (pictured here) as the key executive in charge of the effort besides Ballmer, because of his failure to make a deal.

Worse, the bid forced Yahoo into the arms of Microsoft archrival Google, via a controversial search-ad outsourcing deal.

Microsoft must obviously do something.

Its market share in the search market, for example, has persistently stayed under 10 percent, despite a range of efforts to differentiate itself.

Re-energizing Microsoft’s Web efforts is most definitely a thankless job.

And whether replacing Johnson and bringing in a new leader who can push the reset button will work this time is unclear, as are many things having to do with Microsoft’s Internet strategy right now.

Please see this disclosure related to me and Google.

When Will Microsoft Bust A(nother) Move?

Kara Swisher — Wed, 23 Jul 2008 08:12:14 +0000

Is Microsoft about to make another move on Yahoo? Or perhaps on AOL? Or is it just getting ready to articulate strategic plans for getting serious about the online search business on its own at its financial analysts’ tomorrow morning?

Or perhaps–and this might be the best strategy for the moment–the software giant is actually managing to stifle itself and wait to return to the playing field when things settle down a little bit.

One thing is clear: Microsoft (MSFT) has got to be plenty irked that its efforts have been vexed once again, this time by by the proxy fight settlement its one-time takeover quarry, Yahoo (YHOO), made earlier this week with activist investor Carl Icahn.

Icahn had been working in concert with Microsoft to pressure Yahoo into striking a deal to sell its its search business.

That attempt failed badly and, in fact, the repercussions of the failure sent Icahn right into Yahoo’s arms.

By no means does this mean that Microsoft’s persistent interest in grabbing Yahoo’s search assets has gone away–no matter all the noise, Microsoft would get a great boost from controlling the No. 2 player’s market share in search.

Even those inside Microsoft have long regarded Yahoo as an “accelerant” to its long-term strategy of building a large-scale business in online advertising.

But, as one source said, “it is now a game of timing and it’s probably better to be a tortoise than a hare here.”

While most do not expect Microsoft to make another bid for all of Yahoo, it is likely that the company will again try to rejigger its proposal for buying Yahoo’s search business after Yahoo seats its new board, which will include Icahn and two others of his choosing (with Yahoo’s consent).

Since Yahoo can no longer use Icahn as a reason for rebuffing Microsoft’s latest proposal to buy its search business, it will have to rely on its other major argument against such a purchase–that Microsoft is still not paying enough for an asset it must have.

A source close to Yahoo’s thinking said that even the generous $20 billion revenue guarantee in Microsoft’s latest bid was too low, because Microsoft is basing it on the assumption that Yahoo’s search business is declining.

And while Yahoo’s search business is not growing like gangbusters, especially compared with Google (GOOG), it is still growing, and Yahoo wants Microsoft to pay up on that basis.

In addition, Yahoo wants a premium for the regulatory and integration headaches such a deal would entail. “They have to better compensate us for buying something they want and we don’t have to sell,” said one Yahoo source.

To be fair, Yahoo cannot be quite that sanguine about its situation. To communicate “no confidence” in the company’s leadership, at least one major investor is considering withholding its vote for specific board members closest to the deal-making of late at Yahoo’s upcoming annual meeting on Aug. 1.

Likely targets are Yahoo CEO Jerry Yang, Chairman Roy Bostock and board member Ron Burkle.

And either today or tomorrow, the large proxy-advisory service, ISS Governance Services, which Yang and other Yahoo execs and board members visited last week to state their case, will make its recommendation to shareholders. Others, like Proxy Governance and Glass Lewis & Co., will also weigh in.

All are likely to ding Yahoo’s leadership in some way.

What all of this sets up is the next chapter of what Yahoo will need to do to push the reset button after the newly constituted board is officially formed and gets down to business.

If Yahoo does not get down to business quickly, the button will most definitely be reset for it by others.

Finally, for your viewing enjoyment, here is a video of Young MC performing “Bust A Move,” and just below it–in our single favorite tech video of all time–Microsoft CEO Steve Ballmer busting his own move:

Doing the Math: Who Won in the Yahoo-Icahn Truce?

Kara Swisher — Tue, 22 Jul 2008 01:31:13 +0000

A source close to Yahoo’s thinking emailed and declared that BoomTown was misinformed and ignorant of the insider mechanics of the high-level corporate wrangling when I suggested in a post earlier today that the settlement between Yahoo and Carl Icahn was perhaps not the time to break out the bubbly.

You know, because Yahoo’s (YHOO) stock is still moribund, morale is still low, Microsoft (MSFT) is still looming and the economy is still tanking.

Other than that, Yahoo sources wanted to let me know the Icahn truce was a win.

And that is absolutely true, technically speaking.

One source told me, for example, that Icahn was going to go to a short slate (four of nine), and once he went to a short slate, it was highly possible that shareholders would have put on a few members of his choice anyway.

In other words, if I can manage the onerous math involved: Three or four of nine board seats Icahn might have gotten if the proxy fight went forward would have been a lot worse than three of 11 seats that the activist investor actually got in the deal.

Plus, added another source, Yahoo has consent over two of Icahn’s board choices, one of which will likely be former AOL (TWX) head Jon Miller, an experienced Web exec who is favorably looked upon by Yahoo CEO Jerry Yang.

Yahoo certainly had the wind at its back after Legg Mason Capital Management’s (LM) Blll Miller said he was backing current management last week, so Icahn probably blinked and took a bird in the hand now.

As to Yahoo, cashing in now rather than gambling makes sense. I see exactly why the company made this move–it ensured a certain outcome, as annoying as it doubtlessly is to have to seat Icahn at Yahoo’s board table.

(Also, who gets to sit next to him? I vote for the always jovial Eric Hippeau!)

So, cashing in now and avoiding a fight makes sense for both sides, I hereby admit.

Except, well, that the man that Yahoo quite correctly was characterizing as a technology nincompoop just days ago will be sitting on its board.

Icahn is still not qualified to be on the board and will also probably be an unhelpful, disruptive influence.

In addition, while three out of 11 is better than three or four out of nine, Yahoo might have done better in the proxy fight.

More importantly, in fighting, Yahoo leadership would have shown it was resisting the snake oil solutions that Icahn has been peddling, which essentially boils down to selling all or part of Yahoo off to Microsoft so that Icahn can get back his underwater investment.

Doing a deal with Microsoft might be a good idea, actually, but Yahoo has not been able to make a truly rational decision about what its focus should be, due to all the noise and pressure and, yes, the press scrutiny, of every one of its moves.

Now with Icahn, who can be very persuasive, incessantly poking away from within, I think he will probably not let up and definitely not be the kind of influence Yahoo needs.

Given my math-impaired mind, I could be wrong, of course.

With fewer seats going to its nemesis, Yahoo is right when it says that Icahn, who was inevitable, will not be as much of a drag as he could have been. Unfortunately, he will still be a drag, however.