SUNNYVALE, Calif.--(BUSINESS WIRE)--
The Board of Directors of Yahoo! Inc. (NASDAQ:YHOO) today announced that
it has formed a special committee to conduct a thorough review of CEO
Scott Thompson's academic credentials, as well as the facts and
circumstances related to the review and disclosure of those credentials
in connection with Thompson's appointment as CEO.
The special committee is chaired by Alfred Amoroso, an independent
director who joined the Board in February of this year. The other
members of the special committee are John Hayes and Thomas McInerney,
independent directors who joined the Board in April of this year.
The special committee has retained as its independent counsel Terry Bird
of the law firm Bird, Marella, Boxer, Wolpert, Nessim, Drooks and
Licenberg in Los Angeles. His firm has been recognized as one of the
most respected specialty litigation firms in the country, focusing on
litigation and internal investigations. Mr. Bird is a Fellow of the
American College of Trial Lawyers and a former federal prosecutor, and
has also served on the President's Judicial Advisory Committee for the
Central District of California.
The special committee and the entire Board appreciate the urgency of the
situation and the special committee will therefore conduct the review in
an independent, thorough and expeditious manner. The Board intends to
make the appropriate disclosures to shareholders promptly upon
completion of the review.
Important Additional Information
Yahoo! has filed a preliminary proxy statement with the Securities and
Exchange Commission (the "SEC") and will be filing a definitive proxy
statement with the SEC in connection with the solicitation of proxies
for its 2012 annual meeting of shareholders. Shareholders are
strongly advised to read Yahoo!'s 2012 definitive proxy statement
(including any amendments or supplements thereto) when it becomes
available because it will contain important information.
Shareholders 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 shareholders for no charge at the SEC's website at www.sec.gov.
Copies of the proxy materials may also be requested from the Company's
proxy solicitor, Innisfree M&A Incorporated, by telephone at (877)
750-9499 (toll-free) or by email at email@example.com.
Yahoo!, its directors, executive officers and certain employees are
deemed participants in the solicitation of proxies from shareholders in
connection with Yahoo!'s 2012 annual meeting of shareholders.
Information regarding Yahoo!'s directors, executive officers and other
persons who, under rules of the SEC, are considered participants in the
solicitation of proxies for the 2012 annual meeting of shareholders,
including their respective interests by security holdings or otherwise,
is set forth in the preliminary proxy statement Yahoo! filed with the
SEC on April 27, 2012 and will be set forth in the definitive proxy
statement for Yahoo!'s 2012 annual meeting of shareholders when it is
filed with the SEC.
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
or the company's blog, Yodel
Forward Looking Statements
This press release contains forward-looking statements concerning such
matters as the special committee's activities and plans. 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; risks related to Yahoo!'s regulatory environment;
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; 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 is as of May 8, 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.
Dana Lengkeek, 408-349-1130
Investor Relations, 408-349-3382
Source: Yahoo! Inc.
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