Yahoo Nominates Board, Postpones Meeting

Yahoo is putting off a showdown with mega-investor Carl Icahn by re-nominating directors to its board...and postponing its annual meeting (again) until the end of July.

Yahoo is still being tossed by turbulence in the wake of its abortive acquisition by Microsoft Corporation. Although the two companies are said to be in talks about Microsoft perhaps acquiring Yahoo’s Internet search business—and Yahoo wants everyone to know it is still open to transactions with Microsoft—the company is facing a shareholder revolt led by mega-investor Carl Icahn, who has launched a proxy battle to replace Yahoo’s board for failing to agree to Microsoft’s takeover offer.

Icahn’s strategy is to buy up as many Yahoo shares as possible—and establish partnerships with other major Yahoo investors to acquire shares—with a view towards gaining control of Yahoo’s board. If Icahn’s shares can ensure the election of enough directors—he’s proposed his own slate of ten candidates—Icahn will be able to steer the company in directions he finds more suitable—like selling out to Microsoft, even though the Redmond giant has now said it’s no longer interested in a complete buyout of Yahoo.

In response to Icahn’s moves, Yahoo has decided to again postpone its annual shareholder meeting—at which board members will be elected—from July 3 to an as-yet-unnamed date at the end of July, according to an SEC filing. Yahoo is re-nominating nine of its ten current directors for re-election to the board; the tenth board member, former Cisco exec Ed Kozel, has resigned.

Yahoo also revealed that shareholders other than Carl Icahn plan to nominate candidates for the board, while a third shareholder apparently plans to nominate a slate of nine directors. Yahoo said it doesn’t believe these three shareholders have complied with the rules for nominating board candidates, meaning the bids could be disqualified at the annual meeting.