Company Adds Four New Independent Directors
SUNNYVALE, Calif.--(BUSINESS WIRE)--
Yahoo! Inc. (NASDAQ: YHOO) today announced that it has reached an
agreement with Starboard Value LP and its affiliates ("Starboard") under
which four new independent directors, Tor R. Braham, Eddy W.
Hartenstein, Richard S. Hill, and Jeffrey C. Smith, Starboard's CEO and
Chief Investment Officer, will join the board, effective immediately.
Jeff Smith will also join the Strategic Review Committee. Additionally,
Starboard has withdrawn its director nominees for Yahoo's board as part
of the agreement.
At the Annual Meeting, two incumbent directors will not stand for
re-election, so that following the Annual Meeting the board will have 11
members.
"We are pleased to welcome these four new highly respected, independent
directors to our board," said Maynard Webb, chairman of Yahoo's board of
directors. "The additional board members will bring valuable experience
and perspectives to Yahoo during this important time for our company."
"This constructive resolution will allow management and the board to
keep our focus on our extremely important objectives. Management is
looking forward to working with the entire board, including the new
directors, to maximize shareholder value," said Marissa Mayer, CEO of
Yahoo.
Jeff Smith said, "I am pleased that we were able to reach a constructive
agreement with Yahoo to add new independent directors to the Yahoo
Board. We look forward to getting started right away and working closely
with management and our fellow board members with the common goal of
maximizing value for all shareholders."
New Directors
Tor R. Brahamserved as Managing Director and Global Head of
Technology Mergers and Acquisitions for Deutsche Bank Securities from
2004 until 2012. During his career, Mr. Braham has been directly
involved in negotiating or executing numerous mergers and acquisitions
in the technology industry. Prior to joining Deutsche Bank, Mr. Braham
served as Managing Director and Co-Head, West Coast U.S. Technology,
Mergers and Acquisitions for Credit Suisse First Boston. Mr. Braham
currently serves as a director of Viavi Solutions and Sigma Designs.
Eddy W. Hartenstein is a seasoned media executive with a wealth
of executive experience from his time serving as CEO of the Tribune
Company, Chairman and CEO of DIRECTV, and Publisher and CEO of the Los
Angeles Times Media Group. Mr. Hartenstein has served as a director of
Tribune Publishing Company since August 2014 and was Non-Executive
Chairman until January 2016. Mr. Hartenstein served as the publisher and
CEO of the Los Angeles Times Media Group from 2008 to 2014. Mr.
Hartenstein currently serves as a director of SanDisk, Sirius XM
Holdings, Broadcom Ltd., and Rovi Corporation.
Richard S. Hillis a seasoned senior executive and public company
board member who has served as Chairman of Tessera Technologies since
2013, and who previously served as Tessera's interim CEO. Prior to
Tessera, Mr. Hill spent 20 years at Novellus Systems, a semiconductor
equipment designer and manufacturer. Mr. Hill currently serves as a
director of Tessera, Arrow Electronics, Cabot Microelectronics
Corporation, and Autodesk.
Jeffrey C. Smith is a Managing Member, CEO, and Chief Investment
Officer of Starboard. Mr. Smith has extensive experience in
best-in-class corporate governance practices and significantly improving
value at underperforming companies. Mr. Smith currently serves as a
director of Advance Auto Parts and, until earlier this month, served as
a director and Chairman of Darden Restaurants.
Committee Structure
Two current independent directors, Lee Scott and Sue James, have opted
not to stand for reelection at this year's Annual Shareholder Meeting.
To ensure a smooth transition, while they'll continue to serve on the
board through that meeting, Lee and Sue have relinquished their
respective committee responsibilities effective immediately to board
members who will be up for reelection to serve another term.
"Sue and Lee have been exceptional board members," said Maynard Webb.
"Sue has been the longest standing member of our board and an
outstanding Audit Committee chair and Lee has served honorably as chair
of the Nominating and Corporate Governance Committee. The entire board
and management team thank them both for their significant contributions
over the years."
Given Sue and Lee's personal decisions not to stand for reelection, the
committees have been reconstituted to transition work smoothly and to
provide clarity on leadership going forward. Maynard Webb will continue
to serve as Chairman of the Board. Eric Brandt will chair the Audit and
Finance Committee, joined by Tom McInerney and Tor Braham. Cathy
Friedman will chair the Nominating and Corporate Governance Committee,
joined by Jane Shaw and Richard Hill. Tom McInerney will chair the
Strategic Review Committee, joined by Jeff Smith and Eric Brandt.
Finally, Jane Shaw will serve as chair of the Compensation and
Leadership Development Committee, joined by Maynard Webb, Cathy
Friedman, Jeff Smith and Eddy Hartenstein.
The complete agreement between Yahoo and Starboard will be included as
an exhibit to the Company's current report on Form 8-K which will be
filed with the Securities and Exchange Commission.
About Yahoo
Yahoo is a guide to digital information discovery,
focused on informing, connecting, and entertaining users through its
search, communications, and digital content products. By creating highly
personalized experiences, Yahoo helps users discover the information
that matters most to them around the world -- on mobile or desktop.
Yahoo creates value for advertisers with a streamlined, simple
advertising technology stack that leverages Yahoo's data, content, and
technology to connect advertisers with their target audiences. Yahoo is
headquartered in Sunnyvale, California, and has offices located
throughout the Americas, Asia Pacific (APAC) and the Europe, Middle East
and Africa (EMEA) regions. For more information, visit the pressroom (pressroom.yahoo.net)
or the Company's blog (yahoo.tumblr.com).
About Starboard Value LP
Starboard Value LP is a New York-based
investment adviser with a focused and fundamental approach to investing
in publicly traded U.S. companies. Starboard invests in deeply
undervalued companies and actively engages with management teams and
boards of directors to identify and execute on opportunities to unlock
value for the benefit of all shareholders.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160427005898/en/
Yahoo
Media Relations Contact:
Rebecca Neufeld, 408-349-4040
media@yahoo-inc.com
or
Investor
Relations Contact:
Joon Huh, 408-349-3382
investorrelations@yahoo-inc.com
Source: Yahoo! Inc.
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