What's in store at Yahoo's annual meeting

Friday's meeting expected to include challenges for Yahoo's board.

If you thought the days before Yahoo's annual meeting on Friday were going to be relatively uneventful, think again.

In the past week or so, billionaire investor T. Boone Pickens sold his 10 million shares in Yahoo - losing money in the process - and lit into the company's management for not agreeing to be acquired by Microsoft, according to a report in the San Francisco Chronicle.

Then reports surfaced indicating that Jonathan Miller, former CEO of AOL, was in line for a seat on the Yahoo board of directors and could be named as the company's next CEO, leaving co-founder Jerry Yang to return to his pre-CEO role as Chief Yahoo. Yang took over from former CEO Terry Semel at the company's contentious shareholders meeting last year.

"The new board is going to decide on the company's future," said Rob Enderle, an analyst at Enderle Group in San Jose. Enderle said Yang's possible departure may be part of a deal worked out between Yahoo and activist investor Carl Icahn to avoid a proxy battle. The acrimony between Icahn and the board over the billionaire's effort to replace the company's board with his own slate spilled out in a series of public statements. In those statements, Icahn called for, among other things, a new CEO to replace Yang.

"The speculation is that what Icahn negotiated with Yahoo that got him to back down was that Yang would step out and Miller would step in. So we'll see if that happens. Yang apparently likes Miller and Icahn clearly likes the guy. I'm willing to bet Yang is getting pretty tired of being a CEO right now. So the speculation is that [nominating Miller to the board] will be a [small] step to bring Miller into the CEO role in the future, or a full step where Miller by the end of the week will actually be in the CEO role and Yang will have a different role within the company."

Yahoo declined to comment for this story.

As part of the agreement between Yahoo and Icahn, Yahoo agreed to put Icahn and two of his nominees - Miller is one of those nominees - on its board, and Icahn agreed to drop his hostile takeover bid. Yahoo also increased its board from nine members to 11. Miller was ousted as AOL's CEO in 2006, and some at the time said he had succeeded in transforming the company's business model from a stodgy dial-up ISP with a subscription base to an Internet player with online advertising as its main source of revenue.

On Monday, Yahoo filed its revised proxy statement with the US Securities and Exchange Commission recommending that shareholders vote for all of the board's nominees. But it's a safe bet that Friday's meeting will include some challenges for Yahoo's board, including its decision to walk away from a takeover bid by Microsoft.

"I think they've worked out an arrangement with Icahn that at least seems to appease him, but I think they're going to face some tough questions from shareholders," said Allan Krans, an analyst at Technology Business Research Inc. in Hampton, N.H.

Krans said the challenge for Yahoo is to convince shareholders that it has a plan to create more value than the value it would have received if it had been acquired by Microsoft.

"Microsoft is pretty adamant that a full deal for Yahoo is no longer an option, so I think that if Microsoft is going to stick to that, then that changes the prospects for Yahoo," Krans said. "And some people may still be upset that Yahoo didn't take the full offer in the past."

Krans said going forward Yahoo has two options -- agree to a partial buyout, in which Yahoo would probably sell its search business, or remain an independent company.

"I don't think they're going to get the same type of value from a partial deal as they would with a full buyout, so that may make Yahoo's continued independence a better path for shareholders," he said.

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Linda Rosencrance

IDG News Service
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