UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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| ¨ | Preliminary Proxy Statement | |||
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| ¨ | Soliciting Material Pursuant to § 240.14a-12 | |||
| Yahoo! Inc. | ||||
| (Name of Registrant as Specified In Its Charter) | ||||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
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June 20, 2012
Dear Shareholder:
We have previously sent to you proxy materials for the Annual Meeting of Shareholders of Yahoo! Inc. to be held on July 12, 2012. Our Board of Directors unanimously recommends that you vote FOR all of the proposals on the agenda.
Your vote is important, no matter how many or how few shares you may own. If you have not already done so, please vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided, to ensure that your shares are represented at the Annual Meeting.
Sincerely,
YAHOO! INC.
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REMEMBER: You can vote your shares by telephone, or via the Internet. Please follow the easy instructions on the enclosed proxy card or voting instruction form.
If you have any questions, or need assistance in voting your shares, please call our proxy solicitor:
INNISFREE M&A INCORPORATED TOLL-FREE, at 1-877-750-9499.
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IMPORTANT ANNUAL MEETING INFORMATION 000004 C123456789
ENDORSEMENT_LINE SACKPACK
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MR A SAMPLE
DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 2:00 A.M., Eastern Time, on July 12, 2012.
Vote by Internet
Go to www.investorvote.com/YHOO
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
Follow the instructions provided by the recorded message
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X
Annual Meeting Proxy Card 1234 5678 9012 345
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Election of Directors — The Company’s Board of Directors recommends a vote “FOR” each of the nominees listed below:
1. Election to the Board of Directors of the eleven director nominees listed below to serve until the 2013 annual meeting of shareholders and until their respective successors are elected and qualified or their earlier death, resignation or removal.
For Against Abstain For Against Abstain For Against Abstain
01 - Alfred J. Amoroso 02 - John D. Hayes 03 - Susan M. James
04 - David W. Kenny 05 - Peter Liguori 06 - Daniel S. Loeb
07 - Thomas J. McInerney 08 - Brad D. Smith 09 - Maynard G. Webb, Jr.
10 - Harry J. Wilson 11 - Michael J. Wolf
B Management Proposals — The Company’s Board of Directors recommends a vote “FOR” each of Proposals 2, 3, 4 and 5.
For Against Abstain For Against Abstain
2. Advisory vote to approve executive compensation. 3. Amendment to the Company’s 1995 Stock Plan.
For Against Abstain For Against Abstain
4. Amendment to the Company’s 1996 Directors’ Stock Plan. 5. Ratification of the appointment of Independent Registered Public Accounting Firm.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the annual meeting and any adjournment or postponement thereof.
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A, B, C AND D ON BOTH SIDES OF THIS CARD.
C 1234567890 JNT
1UPX 1397871
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
01HFCF
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RECEIVE FUTURE YAHOO! INC. PROXY MATERIALS VIA THE INTERNET!
Receive future Yahoo! Inc. annual reports and proxy materials in electronic form rather than in printed form. Next year when the annual report and proxy materials are available, we will send you an email with instructions which will enable you to review the materials online. To consent to electronic delivery, visit www.computershare.com/investor, or while voting via the Internet, just click the box to give your consent.
Accessing Yahoo! Inc. annual reports and proxy materials via the Internet may result in charges to you from your Internet service provider and/or telephone companies.
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF YAHOO! INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS To Be Held On July 12, 2012 +
The undersigned shareholder of Yahoo! Inc. (the “Company”), a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated June 4, 2012, and hereby appoints Timothy R. Morse and Michael J. Callahan and each or either of them, as proxies, with full power of substitution, on behalf and in the name of the undersigned to represent the undersigned at the 2012 annual meeting of shareholders of the Company to be held on Thursday, July 12, 2012, at 8:00 a.m., local time, at the Santa Clara Marriott, located at 2700 Mission College Boulevard, Santa Clara, California, and at any postponement or adjournment thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if personally present, as indicated on the reverse side.
YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. ANY SHAREHOLDER COMPLETING THIS PROXY THAT FAILS TO MARK ONE OF THE BOXES FOR ANY PROPOSAL WILL BE DEEMED TO HAVE GIVEN THE PROXY HOLDERS COMPLETE DISCRETION IN VOTING HIS, HER, OR ITS SHARES AT THE MEETING ON SUCH PROPOSAL. IN THAT CASE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED, AS APPLICABLE, “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1, AND “FOR” EACH OF PROPOSALS 2, 3, 4 AND 5.
CONTINUED ON REVERSE SIDE
C Non-Voting Items:
Change of Address — Please print new address below. Meeting Attendance
Mark box to the right if you plan to attend the annual meeting.
D Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below:
Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing in a fiduciary capacity, please indicate full title as such. If a corporation or partnership, please sign in full corporate or partnership name by an authorized person.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A, B, C AND D ON BOTH SIDES OF THIS CARD. +