AllThingsD » Vyomesh Joshi

One More Reason to Occupy Wall Street: "Concern" Over Accurate Tech News

Kara Swisher — Wed, 08 Feb 2012 14:44:43 +0000

In one of the odder things to happen in my journalism career, I was forwarded a flash analyst report by Wall Street’s Macquarie Capital on the news that AllThingsD.com broke yesterday (and foreshadowed before) about the shakeup of Yahoo’s board.

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 (Phew!).

While that is presumably my job as a reporter, it was apparently of “concern” to Macquarie’s analyst.

Said the report:

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, “While some departures seem most obvious — longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson — the really interesting part will be the possible exit of Chairman Roy Bostock.” Yesterday she wrote, “expect a change in the Yahoo board composition, too, as early as this week.” And today at 3:38pm EST, she posted a story that “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.” While we give much credit to Kara for her ability to obtain this information, we believe it reflects very poorly on YHOO’s ability to maneuver effectively outside the public spotlight.

While I appreciate the fist-bump, it’s unclear why it’s concerning for shareholders — whom these reports are created for — 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.

And Yahoo also always operates in the public spotlight, even when it is outside it, as does every tech company. That’s especially true these days, in the vastly changed media environment, in which news moves faster and with more immediate impact.

In fact, I’m concerned that worrywart Wall Street doesn’t grok this — but I’m definitely not surprised, either.

Four Yahoo Board Members to Depart, Two New Ones Arrive and Three More on the Way (Like I Said)

Kara Swisher — Tue, 07 Feb 2012 20:38:25 +0000

According to sources close to the situation, 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.

I had reported in several previous posts that this exact group of directors was leaving, and noted in one yesterday that it was about to happen, and that new board members were also on the way.

And, presto, it is so!

(Update: Yahoo confirmed all in a letter it just released from Bostock, which I have posted separately.)

Yahoo’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).

Rovi does digital entertainment technology, while LiveOps offers cloud-based enterprise solutions.

The Silicon Valley Internet giant will also be adding three more board members, said sources, but those people are not confirmed as yet.

And it is not clear who will be chairman of Yahoo’s board, either. Intuit CEO Brad Smith has a full-time job, and the newly installed Weather Channel CEO David Kenny does, too.

Sources said the news is coming after the markets close, with other updates, including: The news-free status of its ongoing strategery (the Asian deal is coming along — blah, blah, blah — 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.

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.

It’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.

Yahoo declined to comment.

Here are their bios from the Rovi and LiveOps Web sites, if you want to know more:

Fred Amoroso is a member of Rovi Corporation’s Board of Directors.

Fred Amoroso is a member of Rovi Corporation’s Board of Directors. Fred Amoroso previously served as Rovi’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.

Mr. Amoroso holds a B.S. in systems engineering and M.S. in operations research from Polytechnic Institute of Brooklyn.

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.

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.

Sources: Four More Board Members Will Be Following Yang Out the Door

Kara Swisher — Tue, 17 Jan 2012 22:53:05 +0000

According to sources close to the situation, Yahoo co-founder Jerry Yang 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.

Sources said four other directors will also step down soon. As I wrote last week, 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.

As I noted in a post titled “Yahapocalypse Now?”:

While some departures seem most obvious — longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson — the really interesting part will be the possible exit of Chairman Roy Bostock.

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.

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’s not a given, especially with all the turmoil at Yahoo, some of which is related to Yang.

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.

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.

In addition, shareholder pressures — especially the distinct possibility of a proxy fight from Daniel Loeb of Third Point — have been mounting on the Yahoo board.

Still, it does look like Yang still motored out of the company he co-founded — an accomplishment that should be feted, despite recent misses at Yahoo — on his own, even if he had few other good options in the end.

Yahapocalypse Now? Q4 Results, Proxy Fight, Board Hijinks and Asia Solution Combine for Busy Month for Yahoo.

Kara Swisher — Mon, 09 Jan 2012 21:12:44 +0000

If you thought things were going to quiet down with Yahoo now that it has installed new CEO Scott Thompson in place, think again!

That’s because of a very unusual — well, to be fair, unusual for most companies, but not for perpetually storm-tossed Yahoo — confluence of important events about to take place all at once over the next six weeks.

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, well, for the bad.

Here are the four horsemen of the possible Yahapocalypse, all riding into town very soon:

Q4 Results: 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’s still not going to be a pretty picture when it comes to advertising growth, consumer engagement and other key metrics.

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 business as usual at Yahoo for some time.

If Google and others have strong reports, of course, it will make the situation worse.

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.

Proxy Fight?: Weak results will give a nice lift to potential efforts by activist investor Daniel Loeb of Third Point — a major Yahoo shareholder — to wage a proxy fight for control of the company. He’s already here in Silicon Valley this week searching for possible board members for an alternate slate of directors.

As I wrote earlier today, the earliest nominations for directors can be submitted is February 24. Loeb then has a month after that to submit a competing roster.

Worse for Yahoo, many of Yahoo’s major investors are mulling backing Loeb if he initiates a battle for control of the company.

There’s no doubt that Loeb is and means to be a thorn in Yahoo’s side — he already made a lot of noise about its consideration of partial investments from private equity firms, due to low share prices — until major changes take place at the company.

And by major, Loeb’s intent seems to be along these baseball lines: Throw the bums out!

Board in Flux: Speaking of the board, it’s not the pretty picture of solidarity as you might think.

Actually, no one in their right mind thinks that. This board is about as dysfunctional as they come. (It’s like that group on “American Horror Story,” minus the bald dwarf in the basement.)

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’s much more complex than just that.

While some departures seem most obvious — longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson — the really interesting part will be the possible exit of Chairman Roy Bostock.

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.

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’s not a given, especially with all the turmoil at Yahoo, some of which is related to Yang.

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.

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.

Or, um, not.

If there is going to be any action at all, expect it before February 24th — when Loeb can start making real trouble.

Asian Solution: 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.

The trio is now engaged on negotiations 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.

While it’s good news that the talks are finally proceeding with some level of normal functionality, it’s still a complex situation and one with a lot of outstanding questions.

Most important: Which operating assets will be bought in the deal to hand over to Yahoo? And also, what will the valuations be?

Sources close to the situation said that the talks remain slow-going and frustrating — “The stop-and-go of all time,” joked one person involved. But they are moving forward, which is no small thing when it comes to these three.

That’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.

Oh Yeah, Running the Core Business Stuff: As usual, a full and fraught month for Yahoo and its directors, who have other things to do, I assume.

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.

Could that mean a new product direction for Yahoo, for example, around data? Could it mean a passel of new execs? Could it mean layoffs?

Or, could it mean Thompson will finally solve the ultimate sword-in-the-stone question: What is Yahoo?

And that, in the end, will be the real victory.

Three Months After Bartz's Firing, It's Hurry Up and Wait at Yahoo (A Big Honking Update)

Kara Swisher — Wed, 07 Dec 2011 17:43:12 +0000

“Let’s go. Yes, let’s go.” [They do not move.]

– Samuel Beckett, “Waiting for Godot”

In Internet terms, the removal of Yahoo CEO Carol Bartz happened a dog’s age ago.

In fact, it was September 6.

Since then, it has felt like a slow slog, especially contrasting the situation with that of another troubled Silicon Valley giant, Hewlett-Packard, which fired its CEO Léo Apotheker and appointed a new one, Meg Whitman on September 22.

Since then, in comparison, the former eBay CEO has been like the Energizer Bunny, making a series of major and often difficult decisions, including: Holding onto its PC unit; reaffirming its controversial deal to buy Autonomy; promising a decision on the fate of its webOS unit within the next two weeks; appointing new execs; and even buying a company.

To be fair, Yahoo did acquire advertising start-up Interclick.

Otherwise, still no sale or investment deal. No new CEO. No Asia resolution. And, perhaps most importantly, no clearly articulated strategy going forward.

It’s not that Yahoo’s leadership isn’t working at it.

Some fervently insist to me that there is a “plan,” as if there is some clever game of Internet Stratego going on that I cannot possibly grok.

Mebbe — but of this I have no doubt: The Yahoo board has indeed been huffing and puffing away, weighing and measuring, considering and debating.

A lot.

Maybe I’m just too impatient. I am (ask my kids).

Or maybe Yahoo’s beleaguered employees are, one of whom just wrote me plaintively, “unreal how they can drag this out,” in what has become a common refrain up and down the ranks.

Or maybe it’s the Asian partners, Alibaba Group and SoftBank, who are antsy and have considered a variety of nuclear options in order to get back stakes Yahoo holds in them. Said one: “The strategy seems to be to frustrate and exhaust us into submission.”

Or, finally, maybe it’s the newly frustrated recent bidders for a partial stake in Yahoo, Silver Lake and TPG Capital. Declared one to me after I warned that Yahoo might, in fact, drag the proceedings out longer than you might expect: “I thought you were kidding.”

Nope, welcome to the Yahoo waiting game, PE guys!

So, to help us all get through it, here’s a quick update primer on what’s what on the various fronts:

Who’s in Charge Here?

Technically, it is the Yahoo board, which is aided by interim CEO Tim Morse.

First, a word about Morse: By all accounts, he is doing a very good job as temporary head honcho — calming the troubled company, making swift decisions about daily operating issues and being a generally nice dude to deal with.

“He’s Yahoo’s no-drama Obama, in comparison to what was happening before,” said one exec, in reference to the more volatile regime under Bartz.

Still, despite his very pleasant all-hands meetings, such as one earlier this week, Morse had previously been Yahoo’s CFO and not an Internet-savvy visionary to give the company inspiration. No insult intended, but he’s the accountant guy.

To be fair, he is not meant to be the visionary, but many at the company are yearning for exactly that.

A role that is now being taken up again by co-founder, former CEO and director Jerry Yang, who dozens of employees tell me is unusually involved in operational details these days for a board member.

I get reports of sightings of him all the livelong day: Jerry in demand-side advertising confab! Jerry chitchatting with entrepreneurs from a possible start-up acquisition! Jerry weighing in on a variety of products. Look, over in the cubicle, it’s Jerry!

This is seen by Yahoo employees as a good thing and also a bad thing, since it’s hard to be running your little divisional show at Yahoo with the dude who invented it all looking over your shoulder, even if he means well. People naturally defer to Yang, the 800-pound Web icon in the room.

But, given the overwhelming state of stasis at Yahoo now — “No one can do anything until we find out how the story ends,” said one staffer — and employees eying the exits, no power at Yahoo really matters but the board.

You know, the board that has gotten the company to this moment of crisis and profound ennui, which is its own particularly ironic irony.

To better understand the power dynamics on the board, above is a little chart for you to peruse to give you an idea of which independent board member is running what key committee.

The only truly important one is the Transactions and Strategic Planning committee, which is headed by Intuit President and CEO Brad Smith and includes former Akamai President (and former Yahoo CEO candidate) David Kenny, top HP exec Vyomesh Joshi and other guy Gary Wilson.

And, in completely visible shadow form, Yang. Multiple sources close to the situation said he has been a key force in the strategery around a possible sale or investment.

This has caused not more than a little tension among board members, but everyone seems to like the much described nicest-man-in-the-room, Smith, and hopes his cool head will prevail.

Another important part of the board is the Nominating and Corporate Governance committee run by Patti Hart, who is energetically and simultaneously — if pointlessly — in search of a capable new Yahoo CEO.

Or, as I like to call this mythical person: The Unicorn.

The Deal

As I and many others have previously reported, there are bids on the table for partial investments in Yahoo by two very powerful private equity firms, Silver Lake and TPG Capital.

It’s a PE rumble, with a side of Microsoft financial backing! (I think Silver Lake’s Egon Durban makes a very nice Riff, while Microsoft’s Steve Ballmer is the perfect Officer Krupke.)

My fervent wishes for some figurative and dance-accompanied knife-play aside, the bids are essentially the same in general and different in particular. Silver Lake is offering about $16.50 a share, while TPG is dangling a tiny bit more. Silver Lake has power entrepreneur and VC Marc Andreessen on its side, while TPG is trying to get Silicon Valley fave investor and start-up whisperer Reid Hoffman of Greylock Partners and LinkedIn on its team. Both have ideas on CEOs, strategy and what to do about the Asian assets.

This type of deal could happen suddenly and you’ll hear about it quick, since the losing side will immediately trash it to the media.

As you might expect, each director has their favorite PE firm, with some not liking Andreessen, some thinking the TPG bid is a little light, some for a whole-company deal and some wanting Yahoo to hire its own CEO and run the place itself.

Of course, the last one shows a disturbing level of denial and should be a nonstarter, given the board’s abysmal record on CEO choice and its riding of Yahoo to this sad point in its storied history.

Here’s what to expect on the PE front: A lot of wrangling behind the scenes with frequent leaks to the media about what each side wants and will not yield on.

CEO choice or no CEO choice, that is the question!

Also a big factor are Yahoo’s major shareholders, few of whom like the partial investment deal, which is known as a PIPE (Private Investment in Public Equity), because of the insiderness of it all and because they prefer a whole-company sale at a higher price.

There is also pressure from activist shareholders like Daniel Loeb of Third Point, who has attacked Yang and others on the board and is ready to pounce with a proxy fight if Yahoo tries to override shareholders too egregiously. And, of course, the inevitable lawsuits over any arrangement that seems to block a whole-company bid.

That said, such a mega-deal seems unlikely, since it is too pricey and despite a lot of noise that Yahoo’s Asian partners were ready to strike with a takeover in order to get back Yahoo’s big stakes in their companies.

That’s kind of like buying a store to get back the cool pair of shoes you sold, but bankers love to scheme up this stuff. While it certainly could happen, it would be a bear of a deal.

Perhaps more like Yogi Bear, hopelessly angling for a tasty pic-a-nik basket — but grrrr anyway.

But perhaps the biggest factor in all of this mishegas is time. There is none on a lot of levels, most especially the increasing level of brain drain and drift at Yahoo. After the New Year dawns, this is going to spin right out of control and amount to the biggest internal challenge Yahoo faces.

An Asian Solution

As I and others have reported, Yahoo is entertaining yet another proposal to sell all or part of its Asian assets back to the companies, which make up a bulk of its market valuation.

The relationship between Yahoo and its Asian partners has long been fraught, and today the difficulty of reaching an agreement remains a vexing issue. That’s because it is hard and complex and because no one wants to do what the other side wants.

I am no tax attorney, but it seems as if Yahoo will ultimately come to some deal with China’s Alibaba and Japan’s SoftBank, which could include big investors like Russia’s DST Global.

And, as I reported last week, the Asian partners want to strike a deal with the current board rather than lose leverage with a much cannier new owner.

It’s a tough decision in all aspects to strike, but would remove the focus on the fact that Yahoo’s most valuable asset is something it is not running and simply holds due to a good stock trade in years past.

Years past should be the operative thought here, since the Asian assets have nothing to do with what Yahoo needs to do with its core U.S. and global brand.

You know, the thing that allowed them to buy those lucrative Asian assets in the first place?

Strategery

And that’s the crux of all this, isn’t it? Yahoo needs a new strategy and fast.

Or it needs to clarify and hone its current strategies around advertising and media and define itself once and for all. While it often touts itself as a premier digital media company, it’s still not clear exactly what Yahoo is saying by that.

In fact, incredibly, sources told me that the board was still wrangling over the tired issue of what Yahoo is at its most recent meeting — essentially, is it a products company or a media company?

If I had to listen to that who-am-I-anyway debate again, I think I would scream, given how many important Web trends that Yahoo has whiffed in recent years, many of which were right in its own wheelhouse.

How much damage this has caused to Yahoo’s core business is a critical one to determine, with many feeling the situation is too far gone to revive it and others confident that this is simply an issue of poor execution.

I am in the middle on this one, but all the indicators of Yahoo’s business have long been heading in the wrong direction, and results in the next quarter are expected to underline this even more.

Thus, the board’s navel-gazing at this point is untoward, considering that it is presiding over the possibility of a sale that should not have had to happen in the first place. While it is not quite a fire sale, it’s no cause for celebration at all the attention, either.

In fact, it’s also pointless, since — if this all resolves as it should — the current Yahoo board will not be the one determining the company’s future any longer. Remember that: This group should and will be gone for the most part.

Yahoo shareholders and employees can hope, at least.

Then, it will be up to the next group of leaders to make the very hard choices — including what are likely to be massive layoffs and radical surgery on its offerings — for what’s to come next.

In the end, that is all that will matter. Until then, as usual, you’ll have to sit tight.

Whoops, HP Just Bought Another Company

Arik Hesseldahl — Tue, 06 Dec 2011 14:22:23 +0000

On Hewlett-Packard’s last earnings call, CEO Meg Whitman told analysts that they should assume that HP would be doing no large acquisitions or mergers in 2012. It will be a year, she said, for “rebuilding the balance sheet.”

Then Whitman hedged: “Let me put it that way. I would say these are going to be more acquisitions, in the sub-$500 million range would be my guess. We might get to $1 billion, but I doubt it.”

Now we know what she meant by that. Overnight, HP said it will acquire Hiflex Software, a German maker of printing management software. The deal is small enough that terms haven’t been disclosed, and that makes it hard to analyze.

Hiflex is based in Aachen and specializes in supplying print services to the commercial printing and graphics industry. Launched in 1991, it has completed some 300 customer projects, and its products are generally used to help different parts of a printing operation work together.

Vyomesh Joshi, HP’s executive vice president and the head of its Imaging and Printing group, described the deal like so: “HP wants to break the traditional barriers of how and where business customers print, making it easy for them to produce custom or personalized materials anywhere, anytime … Hiflex’s technology provides a powerful platform to deliver on this goal as part of our overall cloud printing strategy.”

Brian Marshall, an analyst with ISI Group, said in a note to clients this morning that he thinks it’s a “small deal,” but one that amounts to “an inexpensive way for HP to build exposure to cloud services that integrate with existing HP assets,” like printing.

If HP is going to be acquisitive at all during 2012, the deals are going to look like this. Now, at least, we know what to expect. And, as Whitman sets expectations, so far she’s sticking to what she says, which is a good sign.

HP Memo Spanks Columbia Researchers Over Flaming Printers Flap

Arik Hesseldahl — Wed, 30 Nov 2011 19:45:26 +0000

Hewlett-Packard is still doing a little damage control from an MSNBC story that emerged yesterday citing researchers at Columbia University saying essentially that HP printers could be hacked in such a way as to make them burst into flames. HP has denied most of the claims.

Printers are Internet-connected devices just like computers. They have their own operating systems and software, and so, in theory, are vulnerable to attacks by hackers just as computers are. There was an old urban myth that in the run-up to the first Iraq War in 1991, hacked HP printers shipped to Iraq were instrumental in shutting down Iraqi radar systems. It wasn’t true — it was published on April 1 of that year by the trade magazine InfoWorld — but the idea stuck, and at least one group of security researchers has been studying the use of Trojans installed into printers.

The Columbia researchers had claimed that a part inside a printer called a fuser, used to dry the ink, could be remotely instructed to overheat, eventually causing paper inside the printer to turn brown and start to smoke.

Conceptually it’s not that different from the Stuxnet attack against the Iranian nuclear research program. The attackers in that case, thought to be Israel with a little help from the U.S., attacked industrial control computers known as SCADA systems that serve as the bridge between typical Windows-based machines and industrial equipment that the SCADA systems control. In the case of Stuxnet, the SCADA systems were controlled — often they have only default passwords or no passwords at all — and the machines they were connected to could be instructed to literally destroy themselves.

Some researchers at the U.S. Department of Energy’s Idaho National Lab did just that in the video below, showing in a controlled environment that a generator could be hijacked over the Internet and made to destroy itself.

But could you do the same thing with a printer? Theoretically, I’d say it’s possible. But in this case, HP says not where its printers are concerned.

Below is an internal HP memo from Vyomesh “VJ” Joshi, the head of HP’s Imaging and Printing Group, that was circulated to employees today.

First off, he says, the fire issue is not true. As noted in the public statement, HP’s printers have a component called a thermal breaker that prevents the fuser from overheating, and it can’t be overcome by a firmware upgrade.

But Joshi also spanks the Columbia researchers for turning to the media and not calling HP first, which is the way security researchers usually operate when they identify a serious vulnerability. There is, he concedes, a vulnerability to malicious firmware modifications, especially on printers that are left unprotected on a network without a firewall running. HP aims to fix that. But usually in these situations, the media doesn’t get called until a fix is ready. “Unfortunately in this situation, a Columbia representative took it upon himself to contact the media and reports were published prior to a solution being available,” he writes.

Joshi’s full memo is below.

From: IPG, Vyomesh Joshi
Sent: Tuesday, November 29, 2011 4:40 PM
Subject: Inaccurate Printer Security Press Coverage

Dear IPG Employees,

As many of you have read today there has been sensational and inaccurate press coverage regarding potential security risks with some HP LaserJet printers. I wanted to make sure you had the most current information and context for this situation. No customer has reported unauthorized access. We have also seen speculation in the media regarding the potential for devices to catch fire due to a firmware change. This claim is inaccurate. We have issued a public statement communicating to customers and partners and refuting inaccurate information.

This information first came to us late last week from a research lab based at Columbia University. As a result, we have identified a specific vulnerability exists for some HP LaserJet devices if placed on a public internet without a firewall or if a malicious effort is made to modify the firmware of the device by a trusted party on the network. Our security team is taking immediate measures to build a firmware upgrade to resolve any potential risk and will be communicating this proactively to customers and partners who may be impacted.

Typically when a security issue is identified, responsible disclosure is followed so that vulnerabilities are not made public until a solution is available. Unfortunately in this situation, a Columbia representative took it upon himself to contact the media and reports were published prior to a solution being available.

We have always taken security very seriously. In fact, HP’s reputation for security continues to be among the highest in the industry. I want to assure you that our security experts are working around the clock to mitigate any potential risk.

We will make every effort to communicate new information as it becomes available.

Regards,

VJ

Meet the Yahoo Board: Something Old, Something New–But Will They Do Something?

Kara Swisher — Thu, 14 Oct 2010 16:00:49 +0000

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.

In fact, many do say exactly 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.

Since then, the stock price of Yahoo (YHOO) has been mired in the low teens.

That is, until yesterday, when even more rumors of new plots emerged in the media, 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.

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.

Which, as former GE (GE) star exec Jack Welch–in a recent smackdown of a spate of controversial moves by the Hewlett-Packard (HPQ) board–said in a recent interview, is to “pick the CEO, help them shape strategy, make them feel good about themselves, and, if the CEO isn’t doing a good job, to ‘get them the hell out of there.’”

According to sources close to the situation, the Yahoo directors are in a quandary, even as they are on the receiving end of a flood of suggestions and demands from big investors, ranging from merging with AOL (AOL) to aligning with News Corp. (NWS) to selling off the company’s lucrative Asian assets to replacing CEO Carol Bartz.

You get the idea.

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.

Yahoo has recently tried to attract two execs who might be able to go toe-to-toe with her–OpenTable (OPEN) CEO Jeff Jordan and Akamai (AKAM) President David Kenny–but was turned down by both.

Neither apparently wanted the headache of dealing with Yahoo’s struggles.

The same goes for some on Yahoo’s board.

Said one person who had spoken to a few board members recently: “Each of them tells me, ‘I’m only one person and I can’t act alone.’”

Indeed not, which is why you have a board. Stone soup, people!

In any case, it is high time to put the spotlight on the Yahoo directors, which I have done in the past in other crisis moments.

Here’s a rundown, with their photos from Yahoo’s shareholder Web site, along with some BoomTown analysis:

Carol Bartz, CEO:

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 very, very big compensation package.

Still, with an aggressive personality and a wimpish board, she might be able to stave off any challenges to her power.

Roy Bostock, Chairman:

The longtime airline board member and advertising exec has been at the top of the Yahoo board since 2008 and on it since 2003.

Which is why I called for his resignation after Yang and former Yahoo President Sue Decker gracefully stepped down, after their management was called into question.

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.

In fact, sources said he has been making the rounds of investors recently trying to gauge the mood. Memo to Roy: It’s bad.

Eric Hippeau

Now the CEO of the Huffington Post, 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–since 1996, as an early investor in the company.

He’s also known as a super-nice guy in Internet circles, which means he is no head-smacker. Too bad.

One idea floated to me by an investor: Yahoo could buy the upstart online media darling and install him as CEO. Pretty please, because the entrance of the fab stylings of Arianna Huffington into this mess would send me into the stratosphere of reporting nirvana.

Vyomesh Joshi

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.

He’s been a Yahoo director since 2005 and should be a key decision maker, since he is an experienced operator. He’s not been, unfortunately.

Arthur Kern

Also a lifer, also having been on the Yahoo board since 1996, the investor and radio exec has also worked in marketing at Digitas.

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.

Gary Wilson

Another investor–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).

Again, a nice résumé, and he should be a leader. He was definitely more involved in the Microsoft situation than others.

Since then? Meh.

Sue James

The accountant. Retired from Ernst & Young. Used to work for Bartz, as lead partner for audit work for Autodesk (ADSK). Joined the Yahoo board early this year.

Probably just figuring out that this whole thing might not be adding up.

Patti Hart

Also new, since June. Worked in the digital video business, and is now the CEO of a “global provider of electronic game equipment and systems products.”

Say what?

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.

Brad Smith

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?

But he is probably still trying to learn everyone’s name. Brad, not to put too much pressure, but everyone is counting on you.

Jerry Yang

Last, but certainly not least, the man who is ultimately the power player here.

The Internet pioneer and industry legend checked out of Yahoo for a bit after he stepped down in early 2009–time to tee off!

But many sources said he has been back at Yahoo for a while–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.

Reports vary on how much he likes Bartz–he expresses support for her to some, but seems to have soured on her to others.

Who knows with the endearingly prickly Yang, whom I have been covering for a dog’s age and who should return my emails once in a while, like in old times when I stalked him.

Dinner is optional, but I will pay this time (see video below of our last semi-enjoyable meal).

Still, here is what I know for sure: Yahoo is Yang’s creation and legacy, and he’s the one who has to make sure that it survives and thrives.

For all the uncertainty surrounding Yahoo once again, that much is true.

[ See post to watch video ]

Hewlett-Packard's Imminent CEO Choice Needs to (And Will) Be Internal

Kara Swisher — Fri, 17 Sep 2010 18:51:02 +0000

Because this is a big CEO search in Silicon Valley, naturally the Hewlett-Packard board turned to star headhunter Jim Citrin of Spencer Stuart for help in finding the next leader for the tech giant.

He should not have to look far, since sources close to the situation said it is likely an internal candidate will be chosen over a more high-profile outsider.

The reason? As Maverick’s motto in the hit movie “Top Gun” goes: The need for speed.

As in speed at moving the focus at HP (HPQ) away from the scandal around the controversial departure of CEO Mark Hurd, his move to rival Oracle (ORCL) and the ensuing lawsuits, and back to the business of, well, business.

That would be best served by putting in place someone who knows the company well. And since the major divisions of HP are so huge that they could be considered companies unto themselves, these are very seasoned and experienced execs.

At the tippy-top of that list is Todd Bradley, who runs its Personal Systems Group and is also known as the man who bought Palm, the smartphone maker, which he once ran. (He is pictured above, headed for work on the 101.)

While making Palm’s technology a success for HP is a big risk, the move shows a nice proclivity for boldness. In addition, he is well known and well liked in Silicon Valley, even though he always deftly sidles away from BoomTown whenever I approach (which is, to be honest, also a very good instinct).

Also on the very short list, although much less mentioned than Bradley: Vyomesh Joshi, who runs HP’s giant printer business.

One minus: Joshi–an incredibly affable man known as VJ–has also been a longtime director on the worser-board-than-HP at Yahoo (YHOO). So, in my mind, he’d have some–in the immortal words of Ricky Ricardo–’splaining to do.

And while Ann Livermore, who runs the enterprise business, has been mentioned many times in the past for a bigger role at HP, she remains, most sources say, a longshot. Here it’s kind of like that old Oscar cliché–being nominated is the real honor.

Of course, there are plenty of outsiders who are certainly solid selections and some wilder ideas the board could consider–my pick would be Google (GOOG) President of Global Sales Operations and Business Development Nikesh Arora or Juniper (JNPR) CEO Kevin Johnson.

But it’s clear an internal candidate would settle the waters sooner than later.

And, despite internal rivalry, it would also prevent an exodus of these execs, which is the last thing HP needs right now.

Until a selection is made, here is the video of that scene from “Top Gun” to get everyone pumped:

HP Checks Its Heir Supply

John Paczkowski — Fri, 06 Aug 2010 23:21:12 +0000

Now that Mark Hurd has resigned as CEO of Hewlett-Packard, to whom will the company look to replace him? If HP’s directors are smart, they’ll give Apple’s (AAPL) Tim Cook a call, but realistically who are they likely to consider? Three names spring immediately to mind:

Ann Livermore, vice president of HP’s (HPQ) $54 billion Enterprise Business, who has been twice passed over for the CEO spot.
Todd Bradley, executive VP of HP’s Personal Systems Group, a $42 billion business.
Kevin Johnson, who before becoming CEO of Juniper Network (JNPR) headed up Microsoft’s (MSFT) Platforms & Services Division.

Of course at this point there are a lot of names starting to be tossed around, some greater longshots than others. Among them: Vyomesh Joshi, who runs HP’s printing business; HP board member Marc Andreessen, who is on the CEO search committee; perhaps one of the IBM execs now angling to eventually replace CEO Sam Palmisano; maybe an exec from Cisco or Microsoft; or maybe even someone from outside of tech, like Ford CEO Alan Mulally. In any case, it’s game on for one of Silicon Valley’s favorite speculative pastimes.

H-P on Printing From the Cloud

Yun-Hee Kim — Tue, 29 Jun 2010 14:57:20 +0000

IPads, smart phones and e-readers are hot in the consumer electronics industry right now, and Hewlett-Packard (HPQ) wants in on the action — even with its printers.

The company unveiled Tuesday in Hong Kong its new line of web-enabled printers that allow you to print from smart phones and other mobile devices by storing documents and files in the “cloud.” H-P’s executive vice president for the company’s imaging and printing group, Vyomesh Joshi, calls the new printers a “game changer.”

Dow Jones spoke with Mr. Joshi about how printing technology is evolving and why H-P believes printing from your cellphone will be the next big thing.

Dow Jones: Printing has always been an integral part of H-P’s business for a while. There was some downturn with the recession in 2009. Are you now seeing momentum starting to pick up?

Mr. Joshi: If you look at our second-quarter results, we saw tremendous growth globally, and great growth in Asia. Our supplies grew. If you look at our imaging and printing group, there was growth in hardware and unit growth was very good. We are reinvesting into sales and R&D. We feel that imaging and printing is back and it’s going to be very, very important for H-P.

Read the rest of this post on the original site

HP ePrint Printers, for Those Who Prefer Their Spam in Hard Copy

John Paczkowski — Tue, 08 Jun 2010 13:02:07 +0000

Hewlett-Packard makes a fair bit of money selling printers, but it makes even more selling print cartridges, where its margins are 20-plus percent. So it’s in the company’s best interests to do all that it can to drive cartridge demand by encouraging as much printing as possible. Which is what it intends to do with a new line of Internet-connected printers that can print documents emailed to them.

This week, HP (HPQ) is rolling out a new line of touchscreen printers with Web access and their own email addresses. The company’s pitch: If you can email it or store it in the cloud, you can print it. Email a document or photo to one of its new ePrint printers and the device will automatically print it. Alternately, users can print Google Docs or Picasa photos directly from the cloud without using their desktop computers.

“What we believe is whereas in the old world where you had a PC and a printer and a driver, the new world is all about the Web-connected devices,” Vyomesh Joshi, executive vice president of HP’s Imaging and Printing Group, said at a launch event yesterday. “This is all about how we can create that content and print anywhere, anytime. What we want to do is add cloud-aware capabilities to our core printing business.”

HP Mulls Printer-PC Group Re-Fiorinazation

John Paczkowski — Wed, 30 Sep 2009 20:53:01 +0000

Four years after separating its PC business from its imaging and printing group, Hewlett-Packard is planning to merge them, undoing one of Mark Hurd’s first big moves as CEO.

“People familiar with the situation” tell The Wall Street Journal that the plan under consideration would combine HP’s printer and PC businesses under Todd Bradley, who currently oversees only the latter. It’s not yet clear what such a move will mean for Vyomesh Joshi, who heads up HP’s Imaging and Printing Group. Presumably, the company will keep him around. Under his leadership, HP’s printer business generated more than 30 percent of the company’s total profits during its last quarter.

In any event, should the plan be approved (and it is contingent on Hurd’s approval), it will bring HP back full circle to 2005 when then-CEO Carly Fiorina merged HP’s printer division with its struggling PC division. Except now that printer growth has slowed, it’s the PC business that’s the powerhouse.

Tough choices, *cough*, eh Mark?

HP Announces PC-Free Printer

John Paczkowski — Mon, 22 Jun 2009 17:00:04 +0000

Hewlett-Packard ushered in a new paradigm for printing today, one absent the PC. This morning the company announced a wireless touchscreen printer that will allow users to print documents from the Web without ever using a PC or browser.

The device, dubbed HP Photosmart Premium with TouchSmart Web–a grand mountain range of a name if there ever was one–features integrated touch access and a selection of print apps through which users can find news, maps, coupons, movie tickets and recipes from the likes of USA Today, Google (GOOG), Fandango and Coupons Inc. Price: $399.

“Twenty-five years ago we invented consumer printing and today we are taking advantage of the content explosion and reinventing the category by launching an entirely new printing platform–powered by touch and empowered by the Web,” said Vyomesh Joshi, executive vice president, HP Imaging and Printing Group. “By giving people access to the content they want at the touch of a finger, the ability to customize their printing experience and create their own apps, and enabling easy ‘one touch’ wireless set up, we are driving a significant shift in how people will be printing in the future.”

Not quite sure how significant a shift this represents. Is printing from the typical PC really so tiring and troublesome that it needs to be eliminated? In any case, here’s the HP (HPQ) press release:

HP Introduces World’s First Web-connected Home Printer
New applications platform revolutionizes printing in web-connected world

SAN FRANCISCO, June 22, 2009 – HP today unveiled the world’s first web-connected home printer: The HP Photosmart Premium with TouchSmart Web.

HP is bringing the power of the web directly to the printer and combining it with HP’s TouchSmart technology to give people quick, easy, touchscreen access to popular digital content.

Designed for the digital generation and connected households, the HP Photosmart Premium with TouchSmart Web features an entirely new web-based printing platform with HP applications (apps). Similar to other Internet-connected devices, these apps, which are viewable on an extra-large, intuitive-to-use TouchSmart panel, allow people to connect instantly with fun, informative and personal content.

In addition to receiving apps preloaded on the printer, people can download new ones as they become available at the HP Apps Studio to suit their interests and needs. With the sweep of a finger, users will be able to browse and view popular web destinations and simply touch the app of their choice to launch a web page where they can customize and print content on demand in an easy-to-read format.

As pioneers of this new content-on-demand delivery platform, the world’s first HP app partners will be USA TODAY, Google, Fandango, Coupons.com, DreamWorks Animation, Nickelodeon, Web Sudoku and Weathernews Inc. Through these apps, people will have free access to customized daily news, maps, coupons, coloring pages, movie tickets, recipes, personal calendars and more – all at the touch of a finger.

The new printers also will connect directly to a user’s Snapfish account to view, print and upload photos. People additionally can access projects from the HP Creative Studio.

People will be able to create and share their own apps to customize their printers through the HP Apps Studio starting in late 2009. “Twenty-five years ago HP invented consumer printing and today we are taking advantage of the digital content explosion to reinvent the category with an entirely new printing platform – powered by touch and empowered by the web,” said Vyomesh Joshi, executive vice president, Imaging and Printing Group, HP. “By giving people access to the content they want at the touch of a finger, the ability to customize their printing experience and create their own apps, and enabling easy ’one touch’ wireless setup, we are driving a significant shift in how people will be printing in the future.”

Free HP apps available at launch
Industry leaders from the worlds of news, entertainment and information are the first to offer free apps debuting on the HP Photosmart Premium with TouchSmart Web. Consumers will be able to print daily, weekly or monthly news from USA TODAY, updated in real time and customized according to their interests, such as sports, news and politics.

“Today marks another change in the way our readers can access news and information as we bring print-on-demand to consumers’ homes,” said Jeff Webber, publisher, USATODAY.com. “People can print the latest stories from USA TODAY at the touch of a finger to better fit their busy, on-the-go lives.”

From Google Maps, consumers will be able to enter their destination and print a map; from Google Calendar, they will be able to print their weekly schedule to place on their refrigerator or bulletin board.

With Coupons.com, users can save money by printing coupons for groceries, restaurants, entertainment and more. People also can browse and print recipes for quick, easy meal planning.

Consumers will be able to search movies in their local area from any one of Fandango’s 16,000 theater screens across the country. They can then buy tickets in advance and print their tickets at home or the office, helping ensure an easy and convenient movie-going experience.

To empower busy families, the printer provides one-touch access to fun coloring pages and templates from DreamWorks Animation and Nickelodeon. Through the DreamWorks Animation app users also will be able to view movie trailers to upcoming releases without having to log on to a computer. Nickelodeon printables will include color-ins, word finds, mazes and more from top properties, including “Dora the Explorer,” “The Wonder Pets!,” “SpongeBob SquarePants” and “iCarly.”

For commuters, Weathernews Inc. provides a weekly forecast to allow for informed travel planning. With Web Sudoku, people can quickly print brain teasers for light entertainment on the go.

World’s first web-connected printer
The HP Photosmart Premium with TouchSmart Web has an extra-large 4.33-inch touchscreen – the largest LCD touchscreen of any all-in-one inkjet printer on the market.

The versatile printer prints, faxes, copies and scans – producing laser-quality text documents and lab-quality photos – making it ideal for multitasking households. With a full range of wired and wireless connectivity options, the printer provides the flexibility to print directly from Wi-Fi-enabled PCs, Bluetooth®-enabled devices, the Apple iPhone and the Apple iPod touch using HP iPrint Photo.

ENERGY STAR® qualified, the all-in-one printer helps users save paper with automatic two-sided printing and reduces packaging waste by shipping in an innovative, reusable bag made from recycled plastics.

Pricing and availability
Expected to be available this fall, the HP Photosmart Premium with TouchSmart Web will retail in the United States for a target street price of $399.

HP Total Care
HP products are backed by HP Total Care, the company’s award-winning service, solutions and support, both in and out of warranty. The HP Photosmart Premium with TouchSmart Web comes with an exclusive toll-free telephone support number for quick access to trained experts who will help people get the most from their printers.

HP support professionals also are available 24/7 by phone, email and real-time chat. HP’s online support options include consumer support forums, online classes offered at no charge, a dedicated support video channel, the PC Tune-up Center and the newly designed HP Customer Care site, recently named one of the “Ten Best Web Support Sites of 2009” by the Association of Support Professionals.

Customers also can access printer diagnostics and software driver updates with HP Printer Check. More information is available at www.hp.com/go/totalcare.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

I called Broadridge for comment and am awaiting a response.

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

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

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

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

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

This is better than a hanging chad!

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Say Hello to the Yahoo Board Members

Kara Swisher — Mon, 28 Jan 2008 08:58:05 +0000

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.

They certainly seem to be a pretty experienced group, with just the right kind of expertise in retail, telecommunications, engineering and entertainment.

Curiously, with all the noise around Yahoo, this has been a circumspect bunch and it’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.

Still, board members are supposed to be where the buck actually does stop, so, as a BoomTown public service, here’s a little primer of who’s who on the Yahoo BOD, so you know who is actually in charge (and, of course, who is to blame):

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’s revival is just what the company has needed.

Terry Semel served as Yahoo CEO from 2001 to 2007. After he left that job when the company’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–including possibly making a play for a Hollywood studio. Big question: Will Semel continue as chairman of Yahoo in 2008?

What to make of Roy Bostock, who has been on Yahoo’s board since 2003? I’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’Arcy Masius Benton & Bowles) is best suited to the job, given the importance of Yahoo’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.

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.

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.

The same goes for Robert Kotick, the chairman and CEO of games maker Activision, which recently merged with Vivendi’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’s company has gotten from the third version of the popular interactive game, a big holiday success, and also Blizzard’s World of Warcraft.

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?

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&T, and serves on the board of Xerox and the Tribune Company.

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.

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–lazy, lazy BoomTown! And everyone says how nice he is. Lunch, Arthur?)

Ed Kozel, the CEO of the start-up Skyrider (a P2P search engine), is perhaps the most experienced technologist on Yahoo’s board and another key member of the board, say many, where he has served since 2000. He’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’s also been on the board of Reuters and is a director for Network Appliance.