Proxy battles are tailored made for tech blog coverage: conflict, deadlines, inflammatory letters! But the latest move by Yahoo, which appointed three new board members yesterday, is not the smack in the face that blogger Kara Swisher (who we typically defer to in all things Yahoo), is making it out to be.
Third Point, which owns a six-percent stake in Yahoo, has been very vocal lately about its disappointment with Yahoo’s board choices. Third Point activist investor Dan Loeb had proposed his own slate of fresh faces to the board, but says those candidates weren’t given proper consideration. Instead of the two east coast media execs Loeb proposed, Yahoo chose … wait for it … two east coast media execs!
The new board members are Peter Liguori, formerly of Discover and Fox News, and Thomas J. McInerney, formerly of IAC. Yahoo said that it’s open to Harry Wilson, the turn-around specialist that Loeb proposed. As for the fourth slot, Yahoo picked John D. Hayes, EVP and CMO of American Express Company, in place of Loeb’s choice — himself!
“Today, the Board has shown yet again that they are unable to execute deals that are in the Company’s best interests,” Third Point said in a statement to AllThingsD. “Sadly for shareholders — who will once more bear the costs — the consequence of the Board’s refusal to accept Third Point’s shareholder-friendly proposals will be a time-consuming and distracting proxy contest that the Company can ill-afford.
So what about the angry response from Third Point after the new names were announced? “There is a lot of theater that goes into this,” said a source familiar with Loeb’s thinking. “But when you stop and think about, Yahoo has gone from refusing to make any changes to the board to appointing people very much in line with what Third Point proposed.”
A date hasn’t been set for this year’s shareholder meeting, but last year’s took place April 29th, and it seems clear that this year’s decisive meeting will take place in the next few months. Yahoo has said that it’s open to appointing another new member suggested by Third Point — anyone not named Dan Loeb, that is.