Yahoo ditches March 13 Microsoft proxy war deadline

Yahoo ditches March 13 Microsoft proxy war deadline

Summary: The Microsoft-Yahoo proxy war clock has stopped.In an SEC filing on Wednesday Yahoo said it has changed the due date to nominate board of directors.

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The Microsoft-Yahoo proxy war clock has stopped.

In an SEC filing on Wednesday Yahoo said it has changed the due date to nominate board of directors. Instead of March 13 being the last day you could make a pitch for Yahoo's board the rules have been changed to 10 days after the company announces its annual meeting.

While that initially looks like a bunch of mumbo jumbo it's a key change since Yahoo hasn't announced a date for its annual shareholder meeting. In other words, Yahoo bought more time to either engage Microsoft in discussions or find another partner. Yahoo is already on tour trying to find alternatives to Microsoft (Techmeme).

In an email to employees, Yahoo CEO Jerry Yang said:

In light of the current circumstances, this change removes an imminent deadline. Microsoft, of course, could still choose to name directors, but our objective here is to enable our board to continue to explore all of its strategic alternatives for maximizing value for stockholders without the distraction of a proxy contest. It will also make it easier for you to continue to focus intently on delivering on our business strategies and creating value.

Here's the full text from Yang as delivered to Yahoo employees:

Subject: update

yahoos we want to update you on some news we announced this morning. yahoo!’s board has decided to extend the deadline for nominating directors to our board from march 14th to 10 days following our announcement of a date for our annual stockholders meeting. we have not yet announced the date of this year’s meeting.

why did we do this?

in light of the current circumstances, this change removes an imminent deadline. microsoft, of course, could still choose to name directors, but our objective here is to enable our board to continue to explore all of its strategic alternatives for maximizing value for stockholders without the distraction of a proxy contest. it will also make it easier for you to continue to focus intently on delivering on our business strategies and creating value.

since we last updated you, our board and management team are aligned in ongoing efforts to explore a number of alternatives to create stockholder value. we believe we are making progress clarifying the many options available to us. and, of course, throughout this process, management and the board are both speaking with—and listening carefully to—our stockholders. this ongoing dialogue has provided us with helpful feedback. let’s all be clear about one thing: we have a great company, a company with a truly unique set of assets — including our global brand, large worldwide audience, significant recent investments in advertising platforms, future growth prospects and the excellent momentum we have created behind our core business strategy. so it should come as no surprise that this situation is receiving such a high level of attention — from national media to blogs.

we ask you to continue to put aside all the rumor and speculation you may be hearing. none of us should allow external reports to shift our focus away from doing what we do best — transforming the experiences of our users, advertisers, publishers and developers, all while enhancing our leadership position in the online marketplace.

we want to thank all of you again for your continued hard work and dedication to yahoo!. we’ll continue to update you as new information becomes available. jerry and roy

Topics: CXO, Enterprise Software, Legal, Microsoft, Social Enterprise

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18 comments
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  • NOW IT'S WAR..

    You don't do this to Microsoft. Microsoft's cash hoard DEMANDS to be spent to once and for all extinguish these Yahoos. My rep immediately sent me talking points which I forward to all of our internal employees. I obviously struck fear into the souls of our employees for I discovered not one of them who was talking about the Yahoo/Microsoft deal.
    Mike Cox
    • Well Hold On Mike

      Maybe your rep has a photocopy of his application to work at the
      Apple store on his now-Linuxed Dell, because this, on its face, is
      pretty good news for Microsoft. Everyone knows that 41 billion
      today is worth more than 41 billion tomorrow and in 2 quarters
      Microsoft will have 12 billion more in cash. Heavens to Betsy. It
      should have been strawberries and champagne at breakfast this
      morning with toasts to Ballmer's unmatched ability to craft a
      forward-looking deal. Can he read thrown chairs the way a
      fortune teller reads tea leaves?
      DannyO_0x98
  • RE: Yahoo ditches March 13 Microsoft proxy war deadline

    Jerry needs to go. His personal hatred for Microsoft is getting in the way of his obligation to shareholders. In the end yahoo will be acquire by Microsoft. We saw something similar with the Oracle acquisition of PeopleSoft. No matter how badly PeopleSoft's management wanted to remain independent the shareholder value Oracle's offer brought won in the end.
    ye
    • Personal hatred?

      I had no idea. Perhaps you could post some links to establish this point.
      John L. Ries
    • Put it another way

      If Yang does hate MS, so what? He's answerable to Yahoo's board and stockholders and if they think he's doing a bad job, they can deal with him in due course. Besides, if I were in Yang's shoes, I think the worst think I could do to MS is to allow the deal to go through. Yahoo actually did MS a favor by rejecting the deal.
      John L. Ries
      • He'll be answering alright.

        Several stockholders have already filed suit against Yahoo. If
        it comes down to a tender offer shareholders will tender. As I
        said the acquisition of PeopleSoft by Oracle is a prime
        example of how this is going to play out. With Microsoft
        offering a 60% premium it will be difficult to convince
        shareholders not to tender.

        One also has to wonder why Yang wasn't putting forth this
        effort prior to Microsoft's offer.
        ye
        • tales of hate and glory

          libs blah blahblah hate whine whinewhine ?

          seems retards radio with nazi-ann, viagrush and o'lielly
          have wasted general communication semantics altogether...

          for me, somebody who does not oppose bill gates of chAos
          is simply lacking knowledge, backbone and personality...

          when I flush I got no personal HATRED for crap.

          thanks yang,
          now find your backbone also in china, don't take bush's cowardly taiwan & tibet policy as an example.
          llval@...
  • What does Jerry Yang have against CAPITAL letters?

    Am I missing something...or is Jerry Yang a functional illiterate?

    Is it "cool" NOT to use correct grammar these days? Or is just plain laziness on his part?

    Sorry Jerry, but you look like an idiot when you can't even take the time to use the Shift key on your keyboard. My wife???s 3rd graders know this basic part of writing a sentence.
    IT_Guy_z
    • I think that didn't even used Word

      If Jerry uses Word there is an option on the Format Menu named Change Case... and select Sentence Case.

      I think he hates so much Microsoft that he didn't want to use even Microsoft Office.
      a.rapozo@...
    • Amen to that

      Also, the "truly unique" bit annoyed me quite a bit.
      It either IS unique or it ISN'T; there's no need for an adverb.
      tikigawd
      • Re: Amen to that...

        [i]It either IS unique or it ISN'T; there's no need for an adverb.[/i]

        I'm so glad someone has stripped away the nonessential and cut to the heart of the matter. That is the kind of bad grammar up with which I will not put.

        Also, always avoid annoying alliteration.




        :)
        none none
    • sycophants will obey the rules

      eventually vreated by artists, same as it ever was
      (david byrne) in orthography and grammar likewise.

      if somebody sulks on understanding,
      the way of writing won't change that ever possibly.
      llval@...
  • Seems fair to me

    If Yahoo hasn't announced a meeting date yet, then MS can hardly complain, since it gives them more time. Assuming that MS still wants to go through with a takeover bid, it's easy enough to line up board candidates in advance, and nominate them when the meeting date is announced (political parties in many countries do this all the time).
    John L. Ries
  • RE: Yahoo ditches March 13 Microsoft proxy war deadline

    I think if it was any other company then Microsoft, then Jerry would be talking. His position is short sighted and shows his lack of expertise in business matters. Bottom line he is letting his emotions cloud his business decisions because of his percieved belief that Microsoft is the big bad wolf. The board may be talking with MS behind the scene but if they are not....it's simply foolish. The merger would benefit shareholders of both companies.
    dt_luke@...
  • Smoke Screen

    Yahoo is probably trying to get Panda as its anti virus program.
    BALTHOR
  • seems like it's all about what the stockholders want. what about what the

    customer wants?
    who's gonna stick up for the consumer here.
    i will not be a party to a Microsoft takeover.
    i will bail if M$ buys Yahoo.
    the monopolist is still buying their way to total domination.

    yo.

    :)

    .
    wessonjoe
  • RE: Yahoo ditches March 13 Microsoft proxy war deadline

    Thanks for standing up to Microsoft! Users have been waiting on Microsoft to deliver, which has failed to do so, presently. I cannot imagine a free-speech market being controlled by "one" entity, we the public would be hard pressed to regain this "freedom."
    911grandpa
  • Yahoo's Yang, Please Don't Play Hard to Get.

    I think Yahoo is just waisting valuable time by not accepting Microsoft's offer. Thanks to the wonderful advice of Yang and his Chinese associates. Why not just take a vote among stockholders to see if majority of them want to go ahead with this merger. It would be a stupid thing just to follow the advice of some groups within Yahoo and not listen to the majority who wants to join Microsoft.

    Or is there a backroom deal going on with Google?
    billy yang