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