Reuters: Deals: Yahoo names three new independent directors to board

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Yahoo names three new independent directors to board Mar 26th 2012, 12:39 Tweet Share this Email Print Related News Proxy battle pits new Yahoo CEO against hedge fund Wed, Mar 21 2012 Analysis & Opinion Corporate governance: succession planning through crises and emergency transitions Bloomberg's weird Buffett spoiler Related Topics Tech » Deals » Global Deals Review: 2011 Q3 » Global Deals Review: 2011 Q2 » Global Deals Review » Inflows Outflows » Media » Yahoo Inc. offices, housing its Search Marketing Group, are pictured in Burbank, California, October 14, 2010. Credit: Reuters/Fred Prouser NEW YORK | Mon Mar 26, 2012 7:47am EDT NEW YORK (Reuters) - Yahoo Inc has appointed three new independent directors as it prepares for a proxy fight with activist hedge fund investor Daniel Loeb. John D. Hayes, chief marketing officer of American Express; Peter Liguori, former chief operating officer of Discovery Communications, and Thomas J. McInerney, the outgoing chief financial officer of IAC/InterActiveCorp will commence their tenure as directors effective April 5, Yahoo said in a statement on Sunday. The appointments come as Loeb's hedge fund Third Point, which has a 5.8 percent stake in Yahoo, has sharply criticized the Internet company's strategy and launched a campaign to install four directors at its board. Yahoo said its board had offered to propose Harry Wilson, one of Third Point's four nominees, and a second person mutually acceptable to both Yahoo and Third Point - outside of its three other nominees - to join the board in order to avoid a proxy fight. Loeb, who is seeking a board seat for himself, rejected this proposal, according to the Yahoo statement. "The board believed that there is value in avoiding the cost and distraction that inevitably accompanies a proxy fight, and determined that this proposal was in the best interest of all of its shareholders to avoid that expenditure of resources," Yahoo said in a statement. While the board remains open to hearing Third Point's ideas, it has determined that appointing Loeb to the board is not in the best interest of the company and its shareholders, Yahoo said. Third Point said in a statement that it had offered several compromises to strike a deal and avoid a proxy contest. The consequence of Yahoo's refusal to accept its proposals will be a "time-consuming and distracting proxy contest that the company can ill-afford." "Since the board has left us with no choice but to take our case directly to our fellow shareholders, Third Point intends to move forward with a proxy contest," the hedge fund said. The investor has accused Yahoo of being dismissive of its input and described the current board as "sorely in need" of restructuring capabilities and media strategies. Yahoo's market capitalization currently stands at less than half of the $44.6 billion Microsoft offered for it in 2008, giving Third Point a potentially rich vein of investor discontent to tap. (Reporting by Soyoung Kim and Katya Wachtel; Editing by Gary Crosse) Global Deals Review: 2011 Q3 Global Deals Review: 2011 Q2 Related Quotes and News Company Price Related News Tweet this Link this Share this Digg this Email Reprints We welcome comments that advance the story through relevant opinion, anecdotes, links and data. If you see a comment that you believe is irrelevant or inappropriate, you can flag it to our editors by using the report abuse links. Views expressed in the comments do not represent those of Reuters. For more information on our comment policy, see http://blogs.reuters.com/fulldisclosure/2010/09/27/toward-a-more-thoughtful-conversation-on-stories/ Comments (0) Be the first to comment on reuters.com. Add yours using the box above.

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