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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.

28 of 136 comments (clear)

  1. What's Yahoo's asset value vs. market cap? by Anonymous Coward · · Score: 2, Insightful

    They could probably make a few bucks selling their office chairs.

  2. One of the problems of public companies... by FlyHelicopters · · Score: 5, Insightful

    One of the problems of public companies is this sort of thing...

    Someone who owns less than 2% of the company is drawing massive attention towards something that will keep the leadership from doing what the company needs long term.

    I would not be shocked if Marissa Mayer has had to devote a lot of time and energy to this sort of thing over the past 4 years, and probably has a much greater awareness of how hard the big chair is. Not because running a company is so hard, but because she has to deal with thousands of investors who all want to give their 2 cents.

    This is one of the reasons that Dell went private, it was the only way to plan longer than 3 months in advance. Wall Street is so focused on quarterly numbers, it is really hard to make 5 year plans. If a company doesn't post impressive results quickly, the CEO gets tossed out and someone new brought it.

    1. Re:One of the problems of public companies... by Austerity+Empowers · · Score: 4, Insightful

      I have yet to see an activist investor who has done anything but ruin a company, intentionally, for his personal gain. The only value I see in their activities is that somehow they manage to break a huge goliath with a stranglehold on an industry by accident, leaving the market open for new blood to come in. Of course when that happens it's because of carelessness on the investors part, normally in that case they just inflate prices beyond all reason.

      TL;DR: Maybe they will die in a fire.

    2. Re:One of the problems of public companies... by OzPeter · · Score: 3, Interesting

      Someone who owns less than 2% of the company is drawing massive attention towards something that will keep the leadership from doing what the company needs long term.

      And they are doing it by going around to people who control larger blocks and convincing them that something needs to be done.

      Obviously the arguments they are using are resonating with the people who own the larger blocks.

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    3. Re:One of the problems of public companies... by ShanghaiBill · · Score: 4, Insightful

      I was wondering how someone with that small of a block could force this

      They can't "force" it. They have to get another 48% of the shareholders to agree with them. They might be able to. Yahoo has been adrift and rudderless for years. The company is worth less than their assets. I live in San Jose, and several of my neighbors work for Yahoo. They are not demoralized about the direction of the company, they are demoralized because the company has no direction. I can't think of a single new Yahoo service, or a single existing service that has improved in the last decade.

    4. Re:One of the problems of public companies... by lgw · · Score: 3, Interesting

      This is how major changes happen at big corporations. The fundamental principle that the board must represent the shareholders, and the CEO must keep the board happy, isn't some myth. "Activist shareholders" can only make noise, by themselves, but if they're making compelling arguments then they can win. They'll need the votes of the majority of shares, though.

      I've worked at 3 companies in my career (thus far) that fired the CEO in an act of shareholder revolt - in 2 cases the board acted on their own initiative, and in 1 case it was shareholder activists (with majority backing) forcing the company to change the way it did business.

      It's not usually a question of "the right person" but of "entirely the wrong focus for the business" (at least in the opinion of one side).

      --
      Socialism: a lie told by totalitarians and believed by fools.
    5. Re:One of the problems of public companies... by PCM2 · · Score: 2

      Adrift and rudderless for years before Marisa Mayer came along, it seems. Remember when Mayer had to abolish Yahoo's work-from-home policy because so many of its employees just couldn't even bother to show up?

      --
      Breakfast served all day!
    6. Re:One of the problems of public companies... by hairyfeet · · Score: 2

      And what else are they supposed to do if they do not want to see Yahoo destroyed by bad leadership? Meyer wants to sell off ALL the assets that are actually worth anything and could be used to help revitalize the company and replace them with....not a fucking thing actually.

      Honestly a corporate raiser from the 80s couldn't fuck up this company any worse than what she has done in her 4 years at the helm, they have some assets that are VERY well liked (or were before she let the UI team take a big shit on them) like Yahoo Mail and Yahoo News and she has done fuck all except flail around completely lost and look to sell everything that wasn't nailed down.

      if Yahoo has a chance in hell of being saved she has to go, simple as that, and the board has made it clear they won't fire her no matter what dumb ideas she comes up with. At this point an investor revolt is pretty much the last option available as its obvious to anybody with eyes that she simply has no idea what to do with the company, no direction, and the longer she stays at the helm the worse its gonna get.

      --
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    7. Re:One of the problems of public companies... by MightyMartian · · Score: 2

      The fact is that Jerry Yang fucked the company up royally when it spurned Microsoft's advances. While I think Marissa hasn't helped, and in some ways may have made things worse (particularly in the employee morale department), she took on an impossible task. Yahoo has literally been a financial Titanic, slowly raking itself along the iceberg and taking on water ever since. Right now it's worth more dead than alive, but soon enough it won't be worth jack shit either way.

      --
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    8. Re:One of the problems of public companies... by Grishnakh · · Score: 2

      Wow, this is a good example of some really badly-mixed metaphors. How'd the sharks get into the toilet?

    9. Re:One of the problems of public companies... by rahvin112 · · Score: 4, Insightful

      Yahoo was making money during Yang's term. Just not "enough" money. Starboard and the investors that drove Yang out simply want to suck all the money out and walk away.

      As another posters said, I haven't met an "activist shareholder" yet that wants to do anything other that gut the company, take the resources and let the whole thing collapse in on itself and lay everyone off, either that or take all the resources, export all the jobs overseas then let the company be purchased by the Chinese who are quite happy with a 1-3% return because they have national pride and want to support the Chinese economy.

      The CEO's and major investors on wall street these days are destroying this country. They have no national pride, don't give a crap about this country and are only out for themselves even if it destroys the US in the process. Many many are worse than traitors. Shipping all your jobs overseas so you can make an extra 0.5% return at the expense of thousands of American jobs is the opposite of patriotic. These people hate the US and should be treated as such.

    10. Re:One of the problems of public companies... by rahvin112 · · Score: 3, Interesting

      The problem that's gripping the American public business climate is that the board of directors are often token shareholders if that. These days usually more than half the board of directors are CEO friends of the current CEO. This is why executive salaries are sky rocketing. There is no owner chokehold on the management of the companies anymore as the board of directors votes to raise one CEO's pay and he returns the favor by voting for the same thing on all the board's of directors he sits on.

      Shareholders have abrogated their responsibility and are allowing these sham boards and leaders to run companies into the ground to enrich themselves. Most of this is because the majority of shareholders these days are mutual funds and retirement groups (called institutional investors) that take no responsibility for the massive stock holdings they have. It allows these companies to sail along rudderless diverting shareholder resources into the pockets of the executive management.

      But these activist investors are NOT the solution. They are sharks that are out to gut the company and sell the assets to make a couple bucks short term profit. The only real answer to this problem is for the investors, in particular the institutional investors (including the mutual funds that hold almost all stock) to hire or appoint board members that actually look after stockholders interests including long term growth and profit. Until that happens the US will continue to decline.

    11. Re:One of the problems of public companies... by dywolf · · Score: 2

      You really need to stop confusing the ignorant caricatures in your head with reality.
      In fact, a return to reality in general would do you good.

      Can you think of anyone on the Left who supports Americans having jobs?

      Seriously?
      Fucking moron.

      --
      The guy who said the election was rigged won the presidency with the second-most votes.
    12. Re:One of the problems of public companies... by ultranova · · Score: 2

      The only real answer to this problem is for the investors, in particular the institutional investors (including the mutual funds that hold almost all stock) to hire or appoint board members that actually look after stockholders interests including long term growth and profit.

      The problem with that is that in a high liquid market - such as the stock market - long term growth and profit are almost completely irrelevant, because shareholders can easily get rid of their shares after pocketing short-term windfalls. It's a classic Tragedy of the Commons: everyone can profit by defecting because the costs of doing so are shared by everyone, consequently everyone does so, and so everyone is worse off.

      Then there's outright parasites like patent trolls, high-frequency traders, etc. taking on the role of opportunistic infections in a dying system.

      Until that happens the US will continue to decline.

      US will continue to decline until it falls. There's too much power invested in screwing over others for profit - and too many delusions about the consequences - for any non-crisis change to be possible. The only real question is whether it loses superpower status, first world status or existence.

      --

      Forget magic. Any technology distinguishable from divine power is insufficiently advanced.

  3. Vultures fighting over dead meat by bigpat · · Score: 3, Interesting

    The only thing a proxy fight can do is devalue the company even more. Just as the stupid fight to oust Marissa Meyer has devalued the company. Yahoo lost as a Big Internet company when it outsourced search to Google and focused on content. Content is hard, expensive, competitive and very hit or miss. By the time you know whether or not you have a winning combination you may have already moved on to try something else. And as far as I can tell Yahoo has just a few brand/content offerings that are very popular with everything else just kind puttering along. The Internet needs some more non-Facebook-Google-Twitter Internet companies to remain vital and it is too bad Yahoo has been on the long slide down.

    1. 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...

  4. Marissa Mayer had a near impossible job... by FlyHelicopters · · Score: 3, Insightful

    Frankly, Marissa Mayer faced a nearly impossible job, turn around Yahoo!, a company that by 2012 was largely pointless in the Internet space and had failed to move into new spaces and allowed new companies to run right over it.

    Ten years before, in 2002, it was a household name, however it largely has lost that due to not keeping up with the times.

    It might well not have mattered who became CEO in 2012, the company was probably already past the point of no return. My mother uses Yahoo, as does my older brother. Our friends who have teenagers? They likely don't even know what Yahoo is.

    1. Re:Marissa Mayer had a near impossible job... by Notorious+G · · Score: 5, Insightful

      The turnaround was difficult but Mayer has botched it pretty badly. Questionable hires for millions - that quickly left the company after nothing accomplished, media investments that make little sense - Couric? Really?, and acquisitions that have proven time and again to be bad investments. With Mayer at the helm, Yahoo's value declined to the point that it was actually negative but for the AliBaba stock. Spin off that stock, and Yahoo is worthless, literally. She's been a train wreck.

    2. Re:Marissa Mayer had a near impossible job... by ADRA · · Score: 2

      Meh, I literally ignored Yahoo for the 10 years before Mayer. Afterwards, there were certainly a few things that that made me clue into Yahoo again, at least for a while then faded away again. I can't say how much of Yahoo's finale is Meyer's personal fault, but any layman from the outside saw that boat sinking regardless.

      --
      Bye!
  5. First priority: change the web page by smooth+wombat · · Score: 3, Interesting

    If Starboard has taken over they should fire every web developer and person involved with the crapfest they call a web site. Since they changed to the horrid design I, and many others I know, haven't gone back.

    It had to have been "redesigned" by a web developer because no one with any sort of common sense or scintilla of design comprehension would have thought it looks good or is usable.

    The next up to be fired are the idiots who force people to give up their phone number to make an account. It doesn't do anything for security or prevent spammers from generating accounts. All it does is annoy people.

    This is probably one of the few times a hedge fund taking over a company may actually produce something useful.

    --
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  6. The hell is a proxy fight? by Sowelu · · Score: 2

    Anyone willing to give a tl;dr explanation for those of us who don't want to get lost on Wikipedia for the next couple hours?

    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:The hell is a proxy fight? by EmperorArthur · · Score: 2

      This is the way it works for many companies:

      In theory every shareholder gets a vote. One vote per share. Now here's the trick. In order to vote you have to come to a shareholder meeting, which is often deliberately scheduled on a Wednesday somewhere that's expensive to get to or stay at. This is done deliberately to make it a pain for those people who only own a few shares to vote for things.

      Now what shareholders can do is let someone vote for them. That person is their "proxy" or representative. Almost always these proxies don't just represent one person, but rather an entire faction. So, you have each of the factions competing to get shareholders allow them to act on their behalf. Now it sounds like a representative democracy, but what really happens is the big players game the system. That's why shareholder meetings are made as annoying to attend as possible, and there's nothing like a mail in ballot.

      TLDR:
      Theory is shareholders (vote on) -> board members (select)-> company CEO/President
      Reality is shareholders (give power to)-> proxies (vote on) -> board members (select)-> company CEO/President

      Knowing this a proxy fight is merely trying to sway shareholders and proxies to your way of thinking.

      --
      So lets pretend that we've just completed writing this code, as opposed to having just completed sabotaging it -Altera
  7. Wait wait by JustAnotherOldGuy · · Score: 3, Funny

    Wait wait....Yahoo has a board of directors? I'll need more proof than just this bland assertion.

    --
    Just cruising through this digital world at 33 1/3 rpm...
  8. Re:Good for her by Anonymous Coward · · Score: 5, Insightful

    You know what's a lot less productive than a telecommuting employee that's already working for the company?

    Nobody working in that position.

    BTW: Another winner company has your same opinion with the same butts in seats position on employees. You may have used their products. BlackBerry.

  9. 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.
  10. Re:Good for her by Darron_Wyke · · Score: 5, Interesting

    Another one, before they started losing customers en mass: IBM. Before they consolidated their employees to the GDC model (which had them working from homes or perhaps if they had a local IBM office), customers would have dedicated IBMers with them for a particular role. Now that many of those dedicated people were told to either move to a remote location or lose your job, well... And all of this was before the massive overseas transition, too. This was when IBM still had a sizeable portion of their workforce in the US. Not even 8 years ago.

  11. Re:Why is there even still a Yahoo? by kheldan · · Score: 2

    I'd like Failbook to become irrelevant, but we're not quite there yet. Give it time.

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