Three New Independent Directors Appointed to Yahoo! Board
SUNNYVALE, Calif.--(BUSINESS WIRE)--
Yahoo! Inc. (NASDAQ: YHOO), the premier digital media company, today
announced that its Board appointed three new independent directors,
effective April 5, 2012: John D. Hayes, Executive Vice President and
Chief Marketing Officer of American Express Company; Peter Liguori,
former Chief Operating Officer of Discovery Communications, Inc. and
former Chairman and President of Entertainment of Fox Broadcasting
Network; and Thomas J. McInerney, the outgoing Chief Financial Officer
of IAC/InterActiveCorp.
"Each of these individuals impressed the search committee with their
demonstrable records of significant accomplishment at the highest levels
of media, advertising and marketing, finance, including corporate
finance and restructuring, and further insight into customers'
perspectives. Together, they bring a powerful mix of exactly the right
ingredients to fuel Yahoo!'s forward momentum. Having thoroughly
reviewed a broad range of highly qualified candidates and sought input
from a number of major shareholders, the Committee enthusiastically
recommended to the full Board the appointment of these three excellent
directors," said Patti Hart, chairman of the Board's Nominating and
Corporate Governance Committee, which conducted the search process.
Roy Bostock, Chairman of the Board, added, "Yahoo! is moving
aggressively to increase shareholder value. We have appointed a capable
and dynamic CEO who is driving the business towards its next era of
success. And we have reconstituted the Board of Directors with the right
mix of experience and expertise to help Yahoo! build upon its very
strong assets and brand base to take advantage of the opportunities
ahead."
The Nominating and Corporate Governance Committee conducted the search
process in conjunction with a leading professional search firm and
identified, interviewed and evaluated a wide range of candidates,
including Third Point's nominees. Following completion of the
Committee's evaluation process, the Committee and the Board determined
that the group of candidates announced today were the best qualified,
based particularly on their individual accomplishments and records of
value creation in other positions with specific relevance to Yahoo!'s
business and its opportunities.
At the same time, in view of Third Point's significant ownership
position and the qualifications of Harry Wilson, the Board concluded
that it was appropriate to propose that Mr. Wilson and a second
individual mutually acceptable to both Third Point and the Yahoo! Board
of Directors, outside of the other Third Point nominees, join the Board
in settlement of Third Point's solicitation. In addition, the Board
believed that there is value in avoiding the cost and distraction that
inevitably accompanies a proxy fight, and determined that this proposal
was in the best interest of all of its shareholders to avoid that
expenditure of resources. Third Point founder and Chief Executive
Officer Daniel Loeb rejected this proposal and declined to end Third
Point's solicitation with respect to its own four candidates unless he
personally was appointed to the Board. Based on the Nominating and
Corporate Governance Committee's thorough review of a broad range of
candidates and their qualifications, including Third Point's nominees,
the Board determined that other candidates were more qualified for the
position. The Board remains open to hearing Third Point's ideas and to
working constructively with Third Point, but believes that appointing
Mr. Loeb to the Board is not in the best interest of the Company and its
shareholders.
The Board continues to believe that the Company needs to move quickly to
implement change and improve its performance. The Yahoo! management team
is moving with a sense of urgency to reshape and refocus the Company on
its core strengths, with an emphasis on redeploying resources to the
most productive areas and equipping the Company to invest in growth and
innovation. As now constituted, the Board has a well-rounded combination
of financial, media, advertising, marketing, operating and technology
expertise necessary to bring the right leadership to build value for all
Yahoo! shareholders.
Mr. Hayes, one of the nation's most innovative marketing executives with
an expertise in digital marketing, has served as Chief Marketing Officer
at American Express since 2003, overseeing that company's marketing
strategies and product development, as well as its global marketing,
market research and publishing organizations. Prior to that, he served
for eight years as American Express Executive Vice President, Global
Advertising and Brand Management, responsible for brand marketing
worldwide. He began his career in the brand and advertising industry
and, among his senior positions, he served as President of Lowe &
Partners where he led that firm to unprecedented growth through the
development of product position and global campaigns for several major
corporate clients.
Mr. Liguori served as Chief Operating Officer of Discovery, the leading
non-fiction media company in the world, through 2011. Prior to that, he
served as Chairman and President of Entertainment for Fox Broadcasting
Company. Previously, he was President and CEO of FX Networks, NewsCorp's
flagship entertainment cable network. He also served in a series of
positions with Home Box Office, including as Vice President, Consumer
Marketing where he had responsibility for marketing efforts supporting
the HBO brand and HBO original movies. He began his career in the
advertising industry, including positions at Saatchi & Saatchi, Compton
and Ogilvy & Mather Advertising with clients such as Procter & Gamble
and Unilever. He currently serves on the boards of The Topps Company,
Inc. and MGM Studios.
Mr. McInerney served as Executive Vice President and Chief Financial
Officer of IAC from January 2005 to March 2012. From January 2003
through December 2005, he was Chief Executive Officer of IAC's Retailing
sector. Prior to that time, Mr. McInerney served as Executive Vice
President and Chief Financial Officer of Ticketmaster and its
predecessor company, Ticketmaster Online-Citysearch, Inc. He also worked
as an investment banker at Morgan Stanley for 11 years, working with a
wide variety of public companies across several industries, advising on
restructuring, M&A, IPO and other capital-raising activities. He also
serves on the boards of HSN, Inc. and Interval Leisure Group, Inc.
Earlier this year, independent directors Alfred Amoroso and Maynard Webb
were appointed to the Board. With today's appointments, the Board has
added a total of five new highly qualified independent directors this
year. It is expected that the majority of directors will be new to the
Board in 2012 following this year's Annual Meeting of Stockholders, and
that the entire Board will be new since January 2010. As previously
announced, four directors volunteered not to stand for re-election at
the next annual meeting, and an additional director resigned from the
Board earlier this year.
Important Additional Information
Yahoo! will be filing a proxy statement with the SEC in connection with
the solicitation of proxies for its 2012 annual meeting of stockholders. Stockholders
are strongly advised to read Yahoo!'s 2012 proxy statement (including
any amendments or supplements thereto) when it becomes available because
it will contain important information. Stockholders will be able to
obtain copies of Yahoo!'s 2012 proxy statement, any amendments or
supplements to the proxy statement, and other documents filed by Yahoo!
with the SEC in connection with its 2012 annual meeting of stockholders
for no charge at the SEC's website at www.sec.gov.
Yahoo!, its directors, executive officers and certain employees may be
deemed participants in the solicitation of proxies from stockholders in
connection with Yahoo!'s 2012 annual meeting of stockholders.
Information concerning the ownership of Yahoo! securities by Yahoo!'s
directors and executive officers is included in their SEC filings on
Forms 3, 4 and 5, and additional information is also available in
Yahoo!'s proxy statement for its 2011 annual meeting of stockholders
filed with the SEC on April 29, 2011. Information regarding Yahoo!'s
directors, executive officers and other persons who may, under rules of
the SEC, be considered participants in the solicitation of proxies for
the 2012 annual meeting of stockholders, including their respective
interests by security holdings or otherwise, also will be set forth in
the definitive proxy statement for Yahoo!'s 2012 annual meeting of
stockholders when it is filed with the SEC.
About Yahoo!
Yahoo! is the premier digital media company, creating deeply personal
digital experiences that keep more than half a billion people connected
to what matters most to them, across devices and around the globe. And
Yahoo!'s unique combination of Science + Art + Scale connects
advertisers to the consumers who build their businesses. Yahoo! is
headquartered in Sunnyvale, California. For more information, visit the
pressroom (pressroom.yahoo.net)
or the company's blog, Yodel Anecdotal (yodel.yahoo.com).
Yahoo! is the trademark and/or registered trademark of Yahoo! Inc. All
other names are trademarks and/or registered trademarks of their
respective owners.
Forward Looking Statements
This press release contains forward-looking statements concerning
Yahoo!'s future management, strategic plans, growth opportunities and
performance. Risks and uncertainties may cause actual results to differ
materially from the results predicted. The potential risks and
uncertainties include, among others, the costs and management
distraction attendant to a proxy contest; the impact of management and
organizational changes; the implementation and results of any strategic
plans as well as Yahoo!'s ongoing strategic and cost initiatives;
Yahoo!'s ability to compete with new or existing competitors; reduction
in spending by, or loss of, advertising customers; the demand by
customers for Yahoo!'s premium services; interruptions or delays in the
provision of Yahoo!'s services; security breaches; acceptance by users
of new products and services; risks related to joint ventures and the
integration of acquisitions; risks related to Yahoo!'s international
operations; failure to manage growth and diversification; adverse
results in litigation, including intellectual property infringement
claims and recent derivative and class actions related to Alipay;
Yahoo!'s ability to protect its intellectual property and the value of
its brands; dependence on key personnel; dependence on third parties for
technology, services, content, and distribution; general economic
conditions and changes in economic conditions; transition and
implementation risks associated with the Search Agreement with Microsoft
Corporation; and risks that the benefits of the Framework Agreement
Yahoo! entered into with Alibaba Group, Softbank Corporation and certain
other parties regarding Alipay may not be realized. All information set
forth in this press release and its attachments is as of March 23, 2012.
Yahoo! does not intend, and undertakes no duty, to update this
information to reflect subsequent events or circumstances. More
information about potential factors that could affect Yahoo!'s business
and financial results is included under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" in Yahoo!'s Annual Report on Form 10-K for the fiscal
year ended December 31, 2011, which is on file with the Securities and
Exchange Commission ("SEC") and available at the SEC's website at www.sec.gov.
Media Relations:
Kekst and Company
Eric Berman,
212-521-4894
or
Lissa Perlman, 212-521-4830
or
Investor
Relations:
Yahoo!
Marta Nichols, 408-349-3527
Source: Yahoo! Inc.
News Provided by Acquire Media
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