Missing: 200 Million Yahoo! Shares from Last Friday's Annual Meeting
The press release following last Friday's Yahoo! Annual Meeting suggested that shareholders had more strongly supported Yahoo!'s board compared to 2007. However, there appear to be 200 million Yahoo! shares (on average) which were not counted in this year's election compared to the 2007 and 2006 votes. If those 200 million shares had been voted for Icahn's proxy (before he called a truce with Yahoo!), they would have been thrown out. If you assume those votes would have gone "against" most or all of the incumbent Yahoo! board, Friday's results might have been just as or more negative this year compared to last.
2008 Results
As per Friday's press release from Yahoo!, only 1,046,095,584 out of 1,381,008,701 possible share votes (or 75.8%) were counted in this year's election. As you go through the release, you quickly notice that each of the total votes cast for each director and proposal sum to exactly 1,046,095,584 (or just over a billion) votes.
So, for example, Roy Bostock received 832,023,657 "for" votes and 214,071,927 "withhold" or "against" votes for a total of 1,046,095,584. This means, according to the press release, he received 79.5% of votes "for" his re-election and 20.5% of votes "against" his re-election.
2007 Results
According to Yahoo!'s Q207 10-Q, which came out in August 2007, Roy Bostock received 828,803,221 shares voting "for", 376,632,150 shares voting "against" out of a total 1,205,435,371. That means he received 68.8% of votes "for" his re-election and 31.2% of votes "against" his re-election.
However, it's notable that 159,339,787 fewer votes were cast this year compared to last year's vote on Roy Bostock.
It seems odd that fewer (13.2% fewer) shares would be voted this year compared to last, when there's been such additional scrutiny on the company in the wake of the dealings with Microsoft and Carl Icahn. With the additional press, you would expect there to be more shares voted this year compared to last.
If you assume those 160 million shares were voted for Icahn and would have been voted against Bostock's re-election, he would have received 832,023,657 "for" votes and 373,411,714 "withhold" or "against" votes for a total of 1,205,435,371. This means that, this year, he would have received 69.0% of votes "for" his re-election and 31.0% of votes "against" his re-election -- almost exactly the same "protest" vote as last year.
2006 Results
If you go back to the Q206 10-Q from August 2006, you see that Roy Bostock received 1,261,316,357 shares voting "for" and 14,859,244 shares voting "withheld" out of a total 1,276,175,601 shares. That means, in that year, he received 98.8% of votes "for" his re-election and 1.2% of votes "against" his re-election.
But, again, there were 230,080,017 fewer votes (18.0% fewer) cast this year compared to this 2006 vote on Roy Bostock.
If you assume these missing shares would have been voted against Bostock's re-election, he would have received 832,023,657 "for" votes and 444,151,944 "withhold" or "against" votes for a total of 1,276,175,601 (and keep in mind that Friday's press release from Yahoo! said there were 1,381,008,701 shares outstanding as of the record date, June 3, 2008). This means that, this year, Bostock would have received 65.2% of votes "for" his re-election and 34.8% of votes "against" his re-election -- a higher "protest" vote than last year.
You could also make the argument that every possible vote that was going to be cast "for" Mr. Bostock's election was counted in Yahoo!'s number of 832,023,657 for this year. That means there were 548,985,044 shares (or 39.75%) out of the total 1,381,008,701 which did not vote "for" his re-election. That is very close to the 42% of votes which were cast against Michael Eisner's re-election at Disney the year he fought Roy Disney.
The other Yahoo! directors are missing similar numbers of votes compared to 2007 and 2006.
What this means is that we have roughly 200 million Yahoo! shares (averaged between 2007 and 2006) which were not counted in the 2008 results which Yahoo! reported last Friday afternoon.
Where are these missing shares? Were they intended to be counted against the re-election of Yahoo!'s board and not?
Yahoo! needs to account for such a large discrepency between this year's numbers and the past two years'. It's quite possible that Yahoo! shareholders did vote in record numbers against the Yahoo! board at this year's election but these results are not being shared openly.
I call on Yahoo! to immediately appoint a third-party to review and then report back to shareholders exactly how all the 1.4 billion shares outstanding on the June 3rd record date were voted during this election.
If the results truly indicate that this board was re-elected, shareholders can and will accept that. But Yahoo! shareholders expect and deserve to know exactly how their shares were voted with accurate numbers.
