Icahn joins Yahoo! board of directors

By Lisa Kerner

Charlotte, N.C., Aug. 1 - Yahoo! Inc. stockholders reelected all of the company's nominees to its board of directors.

Carl Icahn was appointed to the board to fill the seat vacated by Robert Kotick who resigned as part of a previously announced settlement agreement.

Under the agreement to end the proxy contest, eight members of Yahoo!'s current board of directors will stand for reelection and Kotick would not stand for reelection.

As part of the agreement, Icahn, who owns 68,786,320 shares, or 4.98%, of Yahoo! common stock, agreed to withdraw his nominees for consideration at the annual meeting and to vote his Yahoo! shares in support of the board's nominees, a prior news release said.

The board voted to expand to 11 members from 9 members and expects to name two new directors by Aug. 15.

Reelected to the Yahoo! board were:

• Roy J. Bostock

• Ronald W. Burkle

• Eric Hippeau

• Vyomesh Joshi

• Arthur H. Kern

• Robert A. Kotick

• Mary Agnes Wilderotter

• Gary L. Wilson

• Jerry Yang

Yahoo! reported that approximately 20% of the votes were withheld for the election of Bostock and Kern and approximately 18% was withheld for the election of Burkle and Wilson.

Total shares represented at the meeting were 1,046,095,584, representing 75.8% of the 1,381,008,701 shares outstanding as of the June 3 record date.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm.

However, stockholders rejected proposals relating to a pay-for-superior-performance principle for executive compensation, the establishment of policies on Internet censorship and the creation of a board committee on human rights.

Chief executive officer Jerry Yang and chairman Roy Bostock, in a letter to shareholders, had accused Icahn and Microsoft Corp. of making misleading statements about their plans for Yahoo!

Yang and Bostock said at the time they believed the Icahn/Microsoft alliance will destroy stockholder value at Yahoo!

In June, Yahoo!, a Sunnyvale, Calif., internet services company, announced that its discussions with Microsoft regarding a potential transaction had ended.

Microsoft withdrew its proposal to acquire Yahoo! for $31 per share, or some $44.6 billion, in May after Yahoo! failed to move toward accepting the Redmond, Wash., software company's increased offer, according to a prior news release.

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