Yahoo and Carl Icahn Agree to Settlement

Yahoo has announced that it has forged an agreement with Carl Icahn. Here’s the details.

Yahoo’s board will expand to 11 members, but only 8 of the current board will stay on. They are:

Roy Bostock
Ronald Burkle
Eric Hippeau
Vyomesh Joshi
Arthur Kern
Mary Agnes Wilderotter
Gary Wilson
Jerry Yang

Robert Kotick is the remaining board member. He’s decided to step down.

The expansion will occur AFTER the August 1 shareholders meeting. Carl Icahn will become a board member, and then 2 more will be added from a list of 9 that Icahn will supply. The list will be the 8 remaining members of Icahn’s now-cancelled proxy board plus Jonathan Miller, partner in Velocity Interactive Group and former Chairman and CEO of AOL.

Icahn owns an aggregate of 68,786,320 shares, or 4.98% of Yahoo! common stock. He will vote his shares for the current board at the August 1 shareholders meeting.

Here’s the corporate-speak:

“We are gratified to have reached this agreement, which serves the best interests of all Yahoo! stockholders,” said Yahoo! Chairman Roy Bostock. “We look forward to working productively with Carl and the new members of the Board on continuing to improve the Company’s performance and enhancing stockholder value. Yahoo! is a world-class company with an extremely bright future, and collaborating together, I believe we can help the Company achieve its ambitious goals.”

“This agreement will not only allow Yahoo! to put the distraction of the proxy contest behind us, it will allow the Company to continue pursuing its strategy of being the starting point for Internet users and a must buy for advertisers,” said Yahoo! Co-founder and Chief Executive Officer Jerry Yang. “No other company in the Internet space has our unique combination of global brand, talented employees, innovative technologies and exceptional assets, attributes that will help us take advantage of the large and growing opportunity ahead of us. I look forward to working together with our new colleagues on the Board to make that happen.”

Mr. Icahn said, “I am very pleased that this settlement will allow me to work in partnership with Yahoo!’s Board and management team to help the Company achieve its full potential. While I continue to believe that the sale of the whole Company or the sale of its Search business in the right transaction must be given full consideration, I share the view that Yahoo!’s valuable collection of assets positions it well to continue expanding its online leadership and enhancing returns to stockholders. I believe this is a good outcome and that we will have a strong working relationship going forward. Additionally, I am happy that the board has agreed in the settlement agreement that any meaningful transaction, including the strategy in dealing with that transaction, will be fully discussed with the entire board before any final decision is made.”

What do you think of this settlement? Sound off in the commments.

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