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Yahoo postpones meeting again

The Internet company says it needs more time to prepare for the upcoming proxy battle.

May 23, 2008|Michael Liedtke | The Associated Press

Yahoo Inc. on Thursday postponed a looming showdown for control of its board, giving itself more time to prepare a defense -- or negotiate a sale to Microsoft Corp. so that activist investor Carl Icahn would call off the mutiny.

The showdown pitting Yahoo's board of directors against Icahn and other unhappy shareholders was supposed to come to a head at the company's annual meeting on July 3.

But Yahoo, based in Sunnyvale, Calif., is moving the meeting to an undetermined date in late July, according to a filing with the Securities and Exchange Commission. It is the second time Yahoo has postponed its annual meeting, usually held in May or June.

The previous delay, announced in March, gave Yahoo more time to explore alternatives to Microsoft's unsolicited takeover bid, which was withdrawn this month in a pricing disagreement.

Spurred by shareholders upset with Yahoo's handling of Microsoft's $47.5-billion offer, Icahn has nominated a slate of candidates to replace the current directors -- a process known as a proxy contest.

Two other unidentified shareholders intend to nominate themselves to become Yahoo directors, the company disclosed Thursday. A third shareholder plans to submit another opposing slate of directors, according to Yahoo. The company said those three shareholders hadn't met nominating rules, which means they could be disqualified at the annual meeting.

Yahoo already has lost one director with the resignation of Arthur Kozel, whose departure was disclosed Thursday in a separate SEC filing.

Kozel, who was on Yahoo's board for eight years, had been planning to step down since February so he could move his family to Europe, the SEC filing said. Yahoo doesn't plan to replace Kozel, leaving its board with nine members.

The postponement of Yahoo's annual meeting "raises a lot of interesting questions," said Claudia Allen, a Chicago lawyer specializing in corporate governance issues.

"It could be that they are exploring some other potential transactions, with the most likely one being some sort of deal with Microsoft that satisfies Mr. Icahn," Allen said.

In its SEC filing, Yahoo said it needed more time to prepare and obtain SEC approval for all the material it plans to file in the upcoming proxy battle.

Icahn didn't respond to a request for comment about Yahoo's postponement.

Microsoft and Yahoo have acknowledged they have renewed talks about a possible transaction since Icahn mounted his challenge. But the discussions so far haven't included another attempt by Microsoft to buy Yahoo in its entirety, the companies say.

The two sides had previously parted ways after they couldn't agree on a sale price, prompting Microsoft Chief Executive Steve Ballmer to withdraw an offer to buy Yahoo for $33 a share.

Yahoo Chief Executive Jerry Yang -- speaking on behalf of the board -- wanted $37 a share, or about $52 billion.

Microsoft has reportedly proposed buying Yahoo's search technology -- an idea that has been panned by many analysts as impractical. The software company, based in Redmond, Wash., hasn't ruled out another attempt to buy Yahoo's entire business.

Yahoo also has been exploring a possible partnership that would allow Internet search leader Google Inc. to sell some of the ads that appear alongside the results users see when they run searches on Yahoo's website. A two-week trial completed last month indicated Google's technology would help boost Yahoo's profit and perhaps its stock price.

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