Updated version, with rewrites throughout, of a story originally posted at 9:39 AM PDT.
Yahoo said Monday afternoon that it has not set a date for its shareholders meeting after all, contrary to the timetable that had been described in a document filed with the Securities and Exchange Commission two months ago.
In a letter dated Feb. 1, the same day that Microsoft announced its unsolicited bid for Yahoo, the Internet pioneer sent a letter to the SEC. The letter, from Yahoo's associate general counsel Christina Lai, asked the agency to clarify whether Yahoo had to include in its proxy a shareholder proposal, which requested that Yahoo establish a new policy for doing business in China regarding aid to the civil rights movement there.
Microsoft's big bid for Yahoo
The letter, which was made public earlier Monday, also informed the SEC of the company's plans for its 2008 shareholder's meeting: "The company's 2008 annual meeting is scheduled to be held on June 10, 2008. Yahoo intends to file its definitive proxy materials with the Commission on or about April 21, 2008 and to commence mailing those materials to its stockholders on or about that date."
A Yahoo spokeswoman on Monday now says that the company does not plan to hold the shareholders meeting on June 10 and has not set a date for when the meeting will be held.
At the extreme, if Yahoo has not held the shareholders meeting by July 13, Microsoft can go to the Delaware Chancery court and ask a judge to force a meeting as soon as possible. Should a judge fast-track a shareholders meeting, it wouldn't happen any earlier than 30 days beyond a court hearing, say proxy solicitors.
Up to this point, Yahoo has been coy in stating when it will hold its shareholder's meeting, other than to note that once it sets the date, Microsoft--or any other shareholder--will have 10 days to nominate an opposition slate.
On Saturday, Microsoft set a deadline for Yahoo, urging the company to start and conclude a merger deal in the next three weeks. On Monday, Yahoo responded by saying, in essence, .
Yahoo stated the obvious in its annual report on Wednesday by saying Microsoft's bid to buy the company is distracting executives and employees.
"The review and consideration of the Microsoft proposal...have been, and may continue to be, a significant distraction for our management and employees," Yahoo said in the company's annual report filed with the Securities and Exchange Commission. Yahoo cautioned that the deal "may adversely affect our business."
Microsoft's big bid for Yahoo
Microsoft's unsolicited $44.6 billion offer to acquire Yahoo has spooked workers because of the uncertainty surrounding the deal, Yahoo said. This may make it tough, according to Yahoo, for the company to retain and attract "key employees and hire new talent."
The ironic thing about Yahoo's claims is that the company appeared highly unfocused to many well before Microsoft came calling. Yahoo insiders, analysts, and others close to the company told CNET News.com just prior to Yahoo going public with Microsoft's offer ,that the company was bogged down by ineffective group decision-making and a damaging aversion to taking risks.
They say Yahoo has for some time been mired in bureaucracy and an embarrassing inability to respond to more nimble (though considerably larger) Google.
Nonetheless, Yahoo has rejected Microsoft's offer and Microsoft has indicated it isn't planning to give up. That means Yahoo employees should get used to distractions, at least for the time being.
Included in the filing was the mention of seven shareholder lawsuits against Yahoo over the administration's handling of Microsoft's offer.
Carl Icahn has been called many things: corporate raider, shareholder activist, private equity investor, according to Wikipedia.
And, maybe soon, we may add billionaire blogger to the list.
It appears the prolific writer of shareholder activist letters may want to apply his writing skills to a blog on his Icahn Report Web site.
While the Icahn Report home page notes "blog coming soon," the site has already posted its privacy policy and terms of use.
Icahn, who is making a second run at Motorola's board, is considering using the blog to highlight reports that either he or his associates pen on a range of corporate governance topics, from excessive pay at underperforming companies to moves that fall short of being favorable to shareholders, according to a report in The Wall Street Journal.
Icahn apparently also plans to use the forum to highlight sticky issues at companies where he is not an investor, unless they involve a company he has already publicly indicated he is interested in targeting, according to The Journal.
CEO compensation. That's all you have to say to get some people jumping up and down, screaming, and sputtering like raving lunatics. Me, I'm not sure how I feel about executive pay. After all, I was an executive, even a CEO, however briefly. But don't hold that against me.
In any case, I'll try to come up with an objective position by the end of the post.
In the meantime, let's take a look at some CEOs of high-profile, publicly traded technology companies. To be sure, these folks have some things in common. They shoulder a great deal of responsibility and risk; they have really tough jobs; and like it or not, they make tons of dough.
Do shareholders always get their money's worth? Well, not exactly.
Let's start with Mark Hurd of Hewlett-Packard. In fiscal 2006, Mark's total compensation--including equity-based compensation--was at least $19 million. That's a lot of money, right? Let's reserve judgment for the moment.
HP's performance during that time frame was $92 billion in revenue, $6 billion in net income, and $2.18 earnings per share. The stock responded accordingly; shareholders were treated to a market cap gain of $28 billion. For every dollar earned, Hurd returned roughly $1,500 to shareholders. I'd say he earned his keep. ... Read more
When word came Monday that Jerry Yang was replacing the embattled Terry Semel as CEO of Yahoo, we couldn't help flashing back all the way to last week to the company's annual shareholders meeting.
Jerry Yang
(Credit: Yahoo)It couldn't have been a happy occasion for Semel, who was on the spot to defend Yahoo's performance, its executive pay packages (that is, his own very generous compensation), the unexpected departure of Chief Technology Officer Farzad Nazem, and on and on.
On that date, Yang was serving as the interim CTO, so one shareholder asked whether the Yahoo co-founder--long known as Chief Yahoo, along with co-founder David Filo--should be appointed to that post permanently.
The now ironic reply from Semel, just six days before Yang took his job in the corner office: "If Jerry would think hard about being our CTO, I would be very flattered and honored."
Funny how things work out sometimes.
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