Yahoo! Inc. (NASDAQ: YHOO) today announced that the Board of Directors
has named Fred Amoroso as Chairman of the Board of Directors and Ross
Levinsohn as interim Chief Executive Officer, effective immediately. The
Company also announced that its Board has reached an agreement with
Third Point LLC (“Third Point”) to settle its pending proxy contest
related to the Company’s 2012 annual meeting of shareholders.
Mr. Amoroso replaces Roy Bostock, who has stepped down from his role as
Non-Executive Chairman in order to accelerate the leadership transition
for the new Board. Mr. Levinsohn replaces Scott Thompson, former Chief
Executive Officer, who has left the Company.
Under the Board’s settlement agreement with Third Point, three Third
Point nominees – Daniel S. Loeb, Harry J. Wilson, and Michael J. Wolf –
will join the Yahoo! Board, effective May 16, 2012. Mr. Bostock, along
with Patti Hart, VJ Joshi, Arthur Kern and Gary Wilson, all of whom
previously disclosed their intentions not to stand for re-election, as
well as Mr. Thompson, have decided to step down from the Board
As a part of the settlement agreement, Third Point, which owns an
aggregate of 70,545,400 shares, or 5.8% of Yahoo! common stock, has
agreed to withdraw its previous Board nominations for consideration at
the annual meeting and vote its shares in support of Yahoo!’s nominees.
Yahoo!’s slate of director nominees for election or re-election at the
2012 annual meeting of stockholders will now include Fred Amoroso, John
Hayes, Peter Liguori, Thomas McInerney, Maynard Webb, Sue James, David
Kenny, Brad Smith, Daniel S. Loeb, Harry J. Wilson and Michael J. Wolf.
As interim CEO, Mr. Levinsohn will manage the Company’s day-to-day
operations with assistance from Yahoo!’s existing senior leadership team.
“The Board is pleased to announce these changes and the settlement with
Third Point, and is confident that they will serve the best interests of
our shareholders and further accelerate the substantial advances the
Company has made operationally and organizationally since last August.
The Board believes in the strength of the Company’s business and assets,
and in the opportunities before us, and I am honored to work closely
with my fellow directors and Ross to continue to drive Yahoo! forward,”
said Fred Amoroso, Chairman of the Yahoo! Board of Directors.
Mr. Amoroso continued, “On behalf of the entire Board, I would also like
to thank Patti, VJ, Arthur, Gary and, in particular, Roy, for their
dedicated long-term service and contributions to the Board and Yahoo!.”
Third Point Chief Executive Officer Daniel S.