ALTABA INC. 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2011
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (408) 349-3300
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 8, 2011, the Board of Directors (the Board) of Yahoo! Inc. (Yahoo!) appointed David Kenny to serve as a director of Yahoo!, with such appointment to become effective on April 1, 2011. There are no arrangements or understandings between Mr. Kenny and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Kenny will participate in the current director compensation arrangements applicable to non-employee directors. Under the terms of those arrangements, Mr. Kenny will receive a retainer of $80,000 per year for his service on the Board and will participate in Yahoo!s other compensation programs for its non-employee directors. In addition, under Yahoo!s 1996 Directors Stock Plan, upon the effective date of his appointment, Mr. Kenny will automatically receive a grant of restricted stock units (RSUs). The number of RSUs will be determined by dividing $220,000 by the market value of Yahoo!s common stock on the effective date of Mr. Kennys appointment and will be pro rated based on the portion of the year that has passed since June 24, 2010, the date of Yahoo!s 2010 Annual Meeting of Shareholders (the 2010 Annual Meeting). Such RSU award is expected to become fully vested on the anniversary of the 2010 Annual Meeting, and each RSU will be paid, following vesting, in a share of Yahoo! common stock. Yahoo! intends to enter into its standard form indemnification agreement with Mr. Kenny.
On February 8, 2011, Eric Hippeau notified Yahoo! that he was resigning from the Board, effective April 1, 2011. Mr. Hippeau is resigning to focus on other businesses and not due to any disagreement with the Company on any matter related to Yahoo!s operations, policies or practices.
Item 7.01. Regulation FD Disclosure.
On February 9, 2011, Yahoo! issued a press release announcing the appointment of Mr. Kenny to the Board and the resignation of Mr. Hippeau.
A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Yahoo! under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 10, 2011