Company Adds Four New Independent Directors
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 Additionally, Starboard has withdrawn its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. Braham served 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. Hill is 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 YahooYahoo 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 LPStarboard 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/
YahooMedia Relations Contact:Rebecca Neufeld,
408-349-4040media@yahoo-inc.comorInvestor Relations Contact:Joon
Huh, 408-349-3382investorrelations@yahoo-inc.com
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