Yahoo Makes Agreement With Carl Icahn Over Proxy Contest

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Yahoo Makes [yhoo.client.shareholder.com]Agreement With Carl Icahn Over Proxy Contest

Yahoo! Inc., a leading global Internet company, announced today that it has reached an agreement with Carl Icahn to settle their pending proxy contest related to the Company's 2008 annual meeting of stockholders.

Under the terms of the settlement agreement, eight members of Yahoo!'s current Board of Directors will stand for re-election at the 2008 annual meeting: Roy Bostock, Ronald Burkle, Eric Hippeau, Vyomesh Joshi, Arthur Kern, Mary Agnes Wilderotter, Gary Wilson and Jerry Yang. In view of the settlement agreement with Mr. Icahn, and the termination of the proxy contest, Robert Kotick has decided not to stand for re-election to the Board at the 2008 annual meeting.

Following the 2008 annual meeting, the Yahoo! Board will be expanded to 11 members. Carl Icahn will be appointed to the Board and the remaining two seats will be filled by the Board upon the recommendation of the Board's Nominating and Governance Committee from a list of nine candidates recommended by Mr. Icahn, which includes the eight remaining members of the Icahn slate of nominees and Jonathan Miller, currently a partner in Velocity Interactive Group and former Chairman and CEO of AOL.

[Murdoch]

Big news for Yahoo. I am of the mindset that, even with the reputation that Icahn has, the primary shareholders should at this point have some involvement on the board.

[creeking]

sounds like they are assuming their eight will be re-elected.

anyone have an idea what a director gets paid?

[Hugene]

Strange development, I don't know what Icahn hopes to achieve while on the board, but I am ready to bet that he will push for a sale. Yang and co aren't stupid, and they know that once on the board Icahn will pressure them to sell. Then, have they decided that they will sell?

[edited by: Hugene at 6:33 pm (utc) on July 23, 2008]