Yahoo! DEFA14A 2012
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): May 12, 2012
(Exact Name of Registrant as Specified in its Charter)
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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:
On May 13, 2012, Yahoo! Inc. (Yahoo!) entered into a settlement agreement (the Settlement Agreement) with Third Point LLC (Third Point), Daniel S. Loeb, Michael J. Wolf, Harry J. Wilson and Jeffrey A. Zucker and certain other affiliates of Third Point (collectively, the Third Point Group) to settle the proxy contest pertaining to the election of directors to Yahoo!s Board of Directors (the Board) at Yahoo!s 2012 annual meeting of stockholders (the 2012 Annual Meeting). The Settlement Agreement provides, among other things:
The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached as Exhibit 99.01 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 12, 2012, Scott Thompson resigned as Yahoo!s Chief Executive Officer and President, as a member of the Board, and from all other positions with Yahoo!. Yahoo! entered into a separation agreement, dated May 12, 2012 (the Separation Agreement), with Mr. Thompson to memorialize the parties mutual desire to separate employment. The Separation Agreement provides, among other things:
The foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, which is attached as Exhibit 99.02 and incorporated herein by reference.
The Board appointed Ross Levinsohn, Yahoo!s Executive Vice President and Head of Global Media, as interim Chief Executive Officer and President, effective May 13, 2012. Mr. Levinsohn has served as Yahoo!s Executive Vice President and Head of Global Media since May 1, 2012 and will continue in this role. Mr. Levinsohn became our Executive Vice President, Americas in November 2010. He was the co-founder and managing director of Fuse Capital (formerly Velocity Interactive Group), an investment firm focused on digital media and communications, from August 2007 to October 2010. From 2000 to 2006, he served in leadership roles at News Corporation, a media and entertainment company, including as President of Fox Interactive Media, Senior Vice President and General Manager of Fox Sports Interactive Media, and Senior Vice President of News Digital Media. Currently, he also serves as a director of Freedom Communications, a media company operating newspapers and television stations. Mr. Levinsohn is 48 years old.
There are no family relationships between Mr. Levinsohn and any director or executive officer of Yahoo!, 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.
No new compensatory arrangements were entered into with Mr. Levinsohn in connection with his appointment as interim Chief Executive Officer and President.
Effective May 13, 2012, Roy Bostock, Patti Hart, Vyomesh Joshi, Arthur Kern and Gary Wilson resigned from the Board and all other positions with Yahoo!.
In connection with the Settlement Agreement, effective May 13, 2012, the Board reduced its size from fourteen (14) to eleven (11) directors in light of the agreement to appoint Messrs. Loeb, Harry J. Wilson and Wolf to serve as directors of Yahoo!.
On May 13, 2012, Yahoo! and Third Point LLC issued a joint press release relating to the Settlement Agreement and board and management changes. This press release is attached as Exhibit 99.03 to this Current Report on Form 8-K and is incorporated herein by reference.
The Board elected Alfred Amoroso to serve as non-executive Chairman of the Board. Mr. Amoroso has served as a member of our Board since February 2012.
Important Additional Information
Yahoo! has filed a preliminary proxy statement with the Securities and Exchange Commission (the SEC) and will be filing a definitive proxy statement with the SEC in connection with the solicitation of proxies for its 2012 annual meeting of shareholders. Shareholders are strongly advised to read Yahoo!s 2012 definitive proxy statement (including any amendments or supplements thereto) when it becomes available because it will contain important information. Shareholders will be able to obtain copies of Yahoo!s 2012 proxy statement, any amendments or supplements to the proxy statement, and other documents filed by Yahoo! with the SEC in connection with its 2012 annual meeting of shareholders for no charge at the SECs website at www.sec.gov. Copies of the proxy materials may also be requested from Yahoo!s proxy solicitor, Innisfree M&A Incorporated, by telephone at (877) 750-9499 (toll-free) or by email at firstname.lastname@example.org.
Yahoo!, its directors, executive officers and certain employees are deemed participants in the solicitation of proxies from shareholders in connection with Yahoo!s 2012 annual meeting of shareholders. Information regarding Yahoo!s directors, executive officers and other persons who, under rules of the SEC, are considered participants in the solicitation of proxies for the 2012 annual meeting of shareholders, including their respective interests by security holdings or otherwise, is set forth in the preliminary proxy statement Yahoo! filed with the SEC on April 27, 2012 and will be set forth in the definitive proxy statement for Yahoo!s 2012 annual meeting of shareholders when it is filed with the SEC.
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, thereunto duly authorized.
Date: May 14, 2012