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May 5, 2008 9:20 PM PDT

Yahoo sets shareholders meeting for July 3--fireworks anticipated

by Dawn Kawamoto

Yahoo announced late Monday night it will hold its annual shareholders meeting on July 3, setting the time clock ticking for shareholders to nominate any dissident directors within the next 10 days.

Yahoo's decision to set the date for its shareholders meeting comes just days after Microsoft withdrew its unsolicited $33-a-share buyout bid for the Internet search pioneer and on the same day its shares took a beating, in light of the withdrawn bid

As noted in a News.com blog Sunday, a proxy solicitor said Yahoo would be wise to set its shareholders meeting ASAP, because it would trigger a 10-day deadline for any irate shareholders to react and quickly assemble a slate of opposition candidates to run against Yahoo's board of directors at its next annual meeting.

Yahoo's full board of 10 directors seats are coming up for re-election to one-year terms at the next annual shareholders meeting. In March, Yahoo had extended the deadline for shareholders to name opposition candidates, in a move to delay Microsoft from launching a proxy fight with its own slate of opposition candidates.

When Microsoft withdrew its $47 billion bid for Yahoo, Microsoft CEO Steve Ballmer stated in his letter to Yahoo's CEO Jerry Yang that he had no plans of launching a hostile proxy fight to unseat Yahoo's board, or going directly to Yahoo investors with a tender offer.

Although any shareholders who want to run candidates against Yahoo's nominees for the board will be able to put their names forth to Yahoo's corporate secretary by the close of business on May 15, proxy solicitors and attorneys who specialize in mergers and acquisitions say it would be difficult to unseat Yahoo's board with a dissident slate, in absence of also offering a firm buyout bid on the table for shareholders to consider.

The main purpose of unseating Yahoo's entire board would be to remove Yahoo's anti-takeover measure, called a shareholders rights plan, or "poison pill."

So, as a result, it's a case of you can build a slate of dissident directors, but will other investors vote them in without some money on the table? Likely not...

Dawn Kawamoto covers enterprise security and financial news relating to technology for CNET News. E-mail Dawn.
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Oh Yahoo! shareholders!
by mayadanteamihan May 5, 2008 11:39 PM PDT
Did you really want the easy money over the future of Yahoo? Can't
you see that a Microsoft takeover would have meant the death of
Yahoo!? But who cares as long as you have $33 a share in your
pocket, huh?
Reply to this comment
Why would there be fireworks?
by flemingho May 6, 2008 8:33 AM PDT
Anybody who already invested in Yahoo before MS tried to buy them out still have their shares. And more likely than not they were in it for the long term.

The only cry baby shareholders would be the day-traders that tried to cash in on the buzz. The smart ones would have made something if in fact Yahoo shares went slightly up during negotiations. The slow ones get what they risked for - too bad.
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accountability
by YankeePoodle May 6, 2008 9:52 AM PDT
The question is how long will it take Yahoo to reach $33. No the largest share-holders, financial institutions (I assume you know the difference between day-traders and institutions) are unhappy because for Yahoo to deliver that kind of value would take many years. Yahoo certainly did not think of Shareholders in this case. Yahoo has been lethargic in the last 6-8 years and I dont expect them to jump-start. Panama or OpenSocial or anyother trick is not going to improve Yahoo's chances.
Yahoo did the right thing!
by as901 May 7, 2008 5:22 AM PDT
Let us assume Yahoo stock holders got the sale. Let us assume that they sell their shares to Microsoft.

What then? Do they invest the profits of the sale? In what stock? Yahoo is a good investment. Why not keep the stock?

Many of my neighbors sold their homes for more than they paid. They were thrilled to make a "profit"! This drove prices up for all homes, and they ended up paying more for their new home than the price they got for their old homes. Now they have a larger morgage and their homes have dropped back down in value!

They now owe about 60 percent more than the house is worth! Had they kept the home they had in the first place, they would have less debt and a happy home.

Greed is the short term answer to anothers problem, but it often blinds us to logic!

Mark Heinemann
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