Yahoo! Names Fred Amoroso Chairman and Appoints Ross Levinsohn Interim CEO
Board Announces Settlement with Third Point LLC
SUNNYVALE, Calif.--(BUSINESS WIRE)--
Yahoo! Inc. (NASDAQ: YHOO) today announced that the Board of Directors
has named Fred Amoroso as Chairman of the Board of Directors and Ross
Levinsohn as interim Chief Executive Officer, effective immediately. The
Company also announced that its Board has reached an agreement with
Third Point LLC ("Third Point") to settle its pending proxy contest
related to the Company's 2012 annual meeting of shareholders.
Mr. Amoroso replaces Roy Bostock, who has stepped down from his role as
Non-Executive Chairman in order to accelerate the leadership transition
for the new Board. Mr. Levinsohn replaces Scott Thompson, former Chief
Executive Officer, who has left the Company.
Under the Board's settlement agreement with Third Point, three Third
Point nominees — Daniel S. Loeb, Harry J. Wilson, and Michael J. Wolf —
will join the Yahoo! Board, effective May 16, 2012. Mr. Bostock, along
with Patti Hart, VJ Joshi, Arthur Kern and Gary Wilson, all of whom
previously disclosed their intentions not to stand for re-election, as
well as Mr. Thompson, have decided to step down from the Board
As a part of the settlement agreement, Third Point, which owns an
aggregate of 70,545,400 shares, or 5.8% of Yahoo! common stock, has
agreed to withdraw its previous Board nominations for consideration at
the annual meeting and vote its shares in support of Yahoo!'s nominees.
Yahoo!'s slate of director nominees for election or re-election at the
2012 annual meeting of stockholders will now include Fred Amoroso, John
Hayes, Peter Liguori, Thomas McInerney, Maynard Webb, Sue James, David
Kenny, Brad Smith, Daniel S. Loeb, Harry J. Wilson and Michael J. Wolf.
As interim CEO, Mr. Levinsohn will manage the Company's day-to-day
operations with assistance from Yahoo!'s existing senior leadership team.
"The Board is pleased to announce these changes and the settlement with
Third Point, and is confident that they will serve the best interests of
our shareholders and further accelerate the substantial advances the
Company has made operationally and organizationally since last August.
The Board believes in the strength of the Company's business and assets,
and in the opportunities before us, and I am honored to work closely
with my fellow directors and Ross to continue to drive Yahoo! forward,"
said Fred Amoroso, Chairman of the Yahoo! Board of Directors.
Mr. Amoroso continued, "On behalf of the entire Board, I would also like
to thank Patti, VJ, Arthur, Gary and, in particular, Roy, for their
dedicated long-term service and contributions to the Board and Yahoo!."
Third Point Chief Executive Officer Daniel S. Loeb stated: "Harry,
Michael and I are delighted to join the Yahoo! Board and work
collaboratively with our fellow directors to foster a culture of
leadership dedicated to innovation, excellence in corporate governance,
and responsiveness to users, advertisers and partners. We are confident
this Board will benefit from shareholder representation, and we are
committed to working with new leadership to unlock Yahoo!'s significant
potential and value."
Third Point Director Nominee Jeff Zucker stated: "I have been supportive
of Third Point's efforts since Daniel asked me to join the slate. When I
became aware of Yahoo!'s offer of three board seats to Third Point, I
approached Daniel and let him know that I would be happy to step aside
to quickly facilitate a settlement. I believe that it is in Yahoo!'s
best interests to avoid a prolonged proxy fight and have new board
members immediately to help move the company forward. While there is
clearly much work to be done, this is the right combination of talented
executives to do just that."
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
) or the company's blog, Yodel Anecdotal (yodel.yahoo.com
About Third Point LLC
About Third Point LLC: Third Point is an investment firm headquartered
in New York, managing $9.0 billion in assets, including a London Stock
Exchange listed closed-end fund. Founded in 1995, Third Point follows an
event-driven approach to investing globally.
This press release contains forward-looking statements concerning such
matters as Yahoo!'s new directors and strategic 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 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 13, 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, as amended, and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2012,
which are on file with the Securities and Exchange Commission ("SEC")
and available at the SEC's website at www.sec.gov.
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 Yahoo!'s proxy
solicitor, Innisfree M&A Incorporated, by telephone at (877) 750-9499
(toll-free) or by email at firstname.lastname@example.org.
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! Media Relations:
Sard Verbinnen & Co
Sipkins/Cassandra Bujarski, 310-201-2040
Sard Verbinnen & Co
Third Point LLC:
Joon Huh, 408-349-3382
Source: Yahoo! Inc.
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