Monday, July 28, 2008

Yahoo! Investors: Make Your Voices Heard

Friday's Yahoo! annual meeting for its shareholders will be an opportunity for us to speak up and make our voices heard.

If you're in the Bay Area, I encourage you to come out to the meeting at the Fairmont San Jose on Friday at 10am local time. (I will be traveling from the east coast to attend the meeting and know that several others are coming from long distances as well. Hopefully, we'll have a lively set of questions posed to the Yahoo! board in a true direct fashion since the titanic negotiations with Microsoft and also since Jerry Yang took over after last year's annual meeting.)

As I have said previously, I am "withholding" my votes for Roy Bostock, Ron Burkle, Art Kern, and Eric Hippeau. If more than 50% of my fellow shareholders do the same, those 4 men will have to submit their resignations (although Yahoo! could technically decline to accept them -- which would be highly unlikely because of the optics). I expect a Yahoo! board to be a better one without them than with them (although Yahoo! would be granted the right to select their successors -- hopefully only after much discussion with existing shareholders).

This morning, there was a story that at least one large YHOO shareholder was going to also vote "against" Jerry Yang. I can understand this sentiment. On a day when Yahoo! closed just shy of the ignominious price of $19, shareholders are understandably upset that CEO Yang couldn't close a deal to get 62% more than that a few weeks ago. In my opinion, Yang deserves a high "against" vote, but I hope he doesn't achieve the 50% mark because -- despite his failings this past year as CEO -- the company is better off with him on the board than without (in my opinion).

What about the Icahn nominees to the board?

We still don't know who 2 of these 3 people will be. The Yahoo! shareholders should have had the opportunity to vote on these nominees at this year's meeting. Instead, we'll have to wait a full year to vote.

However, this injustice is actually an opportunity. I hope that Yahoo! shareholders (large and small) will speak up in these last few days before Friday's meeting (and at Friday's meeting during the Q&A session) about their preferences for who should fill those slots.

Before the Yang-Icahn detente was struck, I had advocated a compromise solution in which I threw my support behind the election of John Chapple, Edward Meyer, Adam Dell, and Lucian Bebchuk. As part of the Icahn agreement, Carl himself will fill one of the 3 slots. Two are left open.

Jonathan Miller is rumored to be under consideration for one of those slots. He is an excellent choice and I would support him. Yet, he's still not thrown his hat in the ring.

If he passes on the chance to try and sort out this dysfunctional board from the inside, I would hope to see Chapple and Bebchuk elected.

Chapple (as Kara Swisher has said) has big business experience and wireless experience -- maybe he can sort out Yahoo! GO and help the company be successful in the perpetually burgeoning mobile wireless space. He also certainly knows how to sell out at the top. We'll see if he can help Yahoo! sell out when it's been round-tripped back to $19.

I also like Bebchuk and said so very early on. He's one of the best regarded academics on the issue of misaligned executive compensation and corporate performance. If you're going to try and cure Yahoo! of this affliction, why not send in the corporate equivalent of Doctors Without Borders?

We shouldn't be sitting back as shareholders waiting for Yahoo! to tell us who they -- in their infinite $19/share wisdom -- have deigned to select. Let's speak up and state who should be governing our company.

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