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Starboard Launches Proxy Fight To Remove Entire Yahoo Board (reuters.com)

An anonymous reader quotes a report from Reuters: Activist hedge fund Starboard Value LP moved on Thursday to overthrow the entire board of Yahoo Inc, including Chief Executive Marissa Mayer, who has struggled to turn around the company in her nearly four years at the helm. Starboard, which has been pushing for changes at Yahoo since 2014 and owns about 1.7 percent of the company, said it would nominate nine candidates for the board. The proxy fight comes as Yahoo is pressing ahead with an auction of its core Internet business, which includes search, mail and news sites. Yahoo and Starboard could still come to an agreement before the company's annual meeting, expected to be in late June. If they cannot avoid a proxy fight and the Yahoo board election is taken to a shareholder vote, attention will swing to the large mutual and index funds that own the stock and will carry heavy weight in the final tally. Yahoo and Starboard representatives met on March 10 to discuss ways the two sides could avoid a proxy fight, according to people familiar with the matter. But those talks broke down, in part because Starboard was upset by Yahoo's announcement that same day that it appointed two new board directors, these people say.

3 of 136 comments (clear)

  1. Re:The hell is a proxy fight? by ADRA · · Score: 4, Informative

    Shareholders don't get involved in day to day running of the business. They give that responsibility to the board of directors through elections, etc.. The Board of directors generally don't get involved in day to day business. They give that responsibility to the CEO, senior leadership.

    If you're a 'radical investor', you may disagree with the direction the board of directors has taken with the company. Generally the only successful actions are to challenge the board on their ability to generate business success and increase the value of their stocks (as is their fiduciary responsibility).

    At the end of the day, the more voting shares in a company decides who gets elected to the board of directors, and this investor is saying: "Hey everyone, these guys don't know what they're doing and we want to elect a new set of people to better represent our interests".

    If you want to know the word 'proxy' in this, its because most shareholders don't take an active role in the company at all. They 'proxy' their vote to someone that knows the company well enough to work for their best financial interests. If you're fighting over proxies, you're essentially calling up investment company's / banks / mutual funds / pension plans / etc.. and assign their current proxies to themselves (or their agenda interested friends).

    TLDR :: Investor (you) -> Investment company -> Proxy representative -> Board of Directors -> CEO/CFO...

    This is possibly over-simplified, but I hope it gets the jist of it. I'm not an expert in the area either, so a more informed insider could better describe it.

    --
    Bye!
  2. Re:Boards Need To Be Torn Down by PopeRatzo · · Score: 3, Informative

    There are in fact laws about this [wikipedia.org]: you can't generally serve on the board of companies in the same market.

    No, you have that wrong. You can't serve on the boards of two competing corporations. When you say "in the same market" it does not mean the same thing.

    The CEO reports to the board, and is chosen by the board, not the other way around.

    Here's the article again. You should read it:

    http://www.wsj.com/articles/ce...

    And here's the study behind the article:

    http://jom.sagepub.com/content...

    --
    You are welcome on my lawn.
  3. Re:Vultures fighting over dead meat by slew · · Score: 4, Informative

    Yahoo lost as a Big Internet company when it outsourced search to Microsoft/Bing and focused on content.

    FTFY...