Search Engine Optimization News Blog

Yahoo is reportedly filing a definitive proxy statement with the SEC along with the accompanying white proxy card, in an attempt to solicit proxies for the upcoming shareholders meeting in late July.

Carl Icahn, in the wake of the failed deal with Microsoft earlier this year, had informed Yahoo’s chairman and board that a number of shareholders had asked him to lead a proxy fight to attempt to remove the current board and to establish a new board which would attempt to negotiate a successful merger with Microsoft.

His letter stated that he had ” purchased approximately 59 million shares and share-equivalents of Yahoo…and formed a 10-person slate which will stand for election against the current board.”

Yahoo is advising stockholders to read the statement for important information, and urging them to use the white proxy card to vote for the 9 members who were nominated for re-election. This comprises the current board, less one member who is retiring.

Icahn started a proxy battle by buying up over a billion dollars of stock in Yahoo in order to be able to try for a overturn of the seated board and / or force Yahoo to reach an agreement with Microsoft. He claimed that the deal with Microsoft had been ‘bungled’ and warned that an agreement would have to be reached to avoid a proxy fight.

Many shareholders are still undecided, and apparently Yahoo hopes that the time bought by postponing the stockholders’ meeting will give them time to reassure their members that Yahoo can do just fine alone.

The shareholders meeting is scheduled for late July, and there have been a flurry of white and gold proxy cards that represent not only Yahoo’s recommendations, but Carl Icahn’s proposed roster and several other prospective board nominees as well.

Yahoo released a statement to its shareholders reminding them that they can still change their vote, saying in no uncertain terms that:

“We do not believe that election of the Icahn Entities’ nominees to our Board of Directors is in the best interests of our stockholders. You may receive proxy solicitation materials from the Icahn Entities or other persons or entities affiliated with them, including an opposition proxy statement and proxy card. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE BOARD’S NOMINEES ON THE ENCLOSED WHITE PROXY CARD AND URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD SENT TO YOU BY THE ICAHN ENTITIES. Even if you have previously signed a proxy card sent by the Icahn Entities, you have the right to change your vote by using the enclosed WHITE proxy card to vote by telephone, by Internet or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only the latest dated proxy you submit will be counted. We urge you to disregard any proxy card sent to you by the Icahn Entities or any person other than Yahoo!.”

The intent seems plain; Yahoo is determined to remain as is, and will bitterly fight any attempts at hostile take-overs whether they are initiated from without or within.