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Tag: Yahoo board of directors

  • Yahoo’s Reconditioned Board will Reconvene Next Week

    Yahoo and their board of directors have been through a lot lately. Most recently they have lost their CEO, Scott Thompson after a brutal proxy battle with activist shareholder Dan Loeb.

    They have also lost Pati Hart, co-founder Jerry Yang, and longtime chairman, Roy Bostock.

    Next week, the Yahoo board of director will reconvene, but with a fresh configuration and several new faces. Fred Amoroso is now chairman of the board. Shareholder Dan Loeb also has a seat, as does Michael Wolf of MTV fame, and Harry Wilson, well known turnaround specialist.

    You might also recall, Ross Levinsohn has been acting as interim CEO. And while Levinsohn has been actively pursuing strategies and solutions to steady Yahoo and drag it back from the brink of extinction, one of the central themes of next week’s board meeting will be to decide what to do with him. Should Yahoo cement Levinsohn in his current position as CEO, or pursue new leadership?

    Aside from the decision they must make about a CEO, they must also decide what to do with Facebook and their patent dispute. Despite the resignation of Thompson, apparently negotiations are ongoing.

    Also of interest, the board will be discussing what to do with assets from the selloff of its stake in Alibaba. Certainly Loeb, whose main goal is to unlock the shareholder value in Yahoo, will want a piece of that action.

    And finally, the board must decide if they intend to sell their ad tech business to Google. Months ago, Google made their first offer to buy the properties, but talks are still inconclusive.

    So, next week’s meeting should be interesting for the newly configured board, and a good indicator of how things are going to function over at Yahoo from now on. We’ll keep you up to date on Yahoo’s plans going forward.

  • Thompson Leaves Yahoo with No Severance but Makes Millions

    As you may recall, Yahoo and CEO Scott Thompson have agreed to part ways as of yesterday. Thompson, who found himself locked in a battle with activist Yahoo investor Dan Loeb and his venture capital firm Third Point, was accused of providing false credentials in his company biography and other official documents. Doing his best to sidestep the issue, Thompson urged the Yahoo staff to get on with business as usual, but a formal investigation was already underway.

    With pressure for Yahoo to react, and pressure on Thompson to respond to the allegations, the CEO announced his formal plans to resign late on Sunday. According to Thompson, he was recently diagnosed with thyroid cancer, and is leaving in order to focus on getting treatment, but doesn’t wish to disclose any further details about his personal health issues. His resignation represents a win for Third Point in the proxy battle against the Yahoo board.

    With Thompson leaving for medical issues we were left wondering if Yahoo would pay him his severance from his employment offer in light of the recent false credentials scandal, but today we have a definitive answer. Yahoo is claiming they have a “cause” for his departure, which frees them from their obligation under the employment offer Thompson originally signed. Essentially, the false credentials debacle cost Thomson his severance.

    Before you go feeling too bad for Thompson listen to what he does get to keep. Yahoo has agreed to award him his “Make-Whole” cash bonus and his restricted stock options, both of which sum to about $7 million. In return, he has signed an agreement to not disparage Yahoo or Yahoo disparage him in any future claims. Basically, they agree the separation is mutually beneficial.

    Here’s a segment from the agreement between Thompson and Yahoo:

    ” The parties reiterated their obligations with regard to disparagement under Mr. Thompson’s offer letter, providing that Mr. Thompson not knowingly disparage Yahoo! or its officers, directors, employees or agents in any manner likely to be harmful to their respective business, business reputation or personal reputation, and that Yahoo! instruct its Chairman, certain employees and executive officers not to knowingly disparage Mr. Thompson in any manner likely to be harmful to his business, business reputation or personal reputation other than in the good-faith performance of their duties to Yahoo! or in connection with their fiduciary duties to Yahoo! and applicable law.”

    Ross Levinsohn will stand as the interim CEO and Fred Amoroso will hold the position of Chairman on the Yahoo Board of Directors. Daniel S. Loeb, Harry J. Wilson, and Michael J. Wolf of Third Point have also been added to the board. This marks the beginning of a new era for Yahoo and hopefully a more stable year. So far for 2012 we have seen thousands of lay offs, a loss of a CEO, and multiple resignations on the board of directors. It has to get better than this.

  • Yahoo Elects New Leadership as Thompson Steps Down

    As I reported earlier today, Scott Thompson has decided to step down at Yahoo as CEO citing recently discovered health problems as the main reason. Some may say it comes at very convenient time as he was actively trying to sidestep accusations that he purposefully provided false academic credentials both at his previous job at PayPal and for the position of acting CEO at Yahoo.

    The accusations came in the form of as a letter from Yahoo activist shareholder Dan Loeb and his investment firm Third Point. They have been fighting for more control at the Yahoo board of directors since the current leadership passed over on a deal with Microsoft which could have made shareholders a lot of money.

    Today Yahoo has announced new leadership to their board and a new chief executive officer. Effective immediately Ross Levinsohn will stand as the interim CEO and Fred Amoroso will hold the position of Chairman on the Yahoo Board of Directors. Amoroso replaces Roy Bostock, who recently agreed to step down from his role in order to accelerate the changes at Yahoo.

    The appointments are part of a settlement with Third Point and also includes the addition of Daniel S. Loeb, Harry J. Wilson, and Michael J. Wolf to the Yahoo board. Board members Patti Hart, VJ Joshi, Arthur Kern and Gary Wilson have also agreed to resign their positions at the firm early to make room for the new members.

    Fred Amoroso, new chairman of the board of directors comments on the changes at Yahoo:

    “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,”

    “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!.”

    Daniel S. Loeb of Third Point comments on his addition to the Yahoo board:

    “Harry, Michael and I are delighted to join the Yahoo! Board and work collaboratively with our fellow directors to foster a culture of leadership dedicated to innovation, excellence in corporate governance, and responsiveness to users, advertisers and partners. We are confident this Board will benefit from shareholder representation, and we are committed to working with new leadership to unlock Yahoo!’s significant potential and value.”

    Third Point Director Nominee Jeff Zucker adds to the sentiment:

    “I have been supportive of Third Point’s efforts since Daniel asked me to join the slate. When I became aware of Yahoo!’s offer of three board seats to Third Point, I approached Daniel and let him know that I would be happy to step aside to quickly facilitate a settlement. I believe that it is in Yahoo!’s best interests to avoid a prolonged proxy fight and have new board members immediately to help move the company forward. While there is clearly much work to be done, this is the right combination of talented executives to do just that.”

    There’s in no word yet on if Yahoo will fight now resigned CEO Thompson’s claim that he is leaving on account of medical issues. Disputing the claim could save Yahoo millions of dollars in severance pay. Yahoo’s code of ethic requires that each employee be responsible for the accurate listing of their biographical information.

    So it looks like the layoffs were only the beginning of the changes at Yahoo. No doubt this new board will be introducing some drastic deviations from Thompson’s original plan of action for the rest of 2012. We’ll keep you posted as things continue to evolve over at Yahoo.

  • Yahoo CEO Resigns and Third Point Wins Proxy Battle

    Last week was a tough one at Yahoo. It started early in the week with CEO Scott Thompson trying to sidestep direct accusations that he purposefully introduced false academic credentials that showed he held a computer science degree. Claiming that it must have been some sort of oversight, he apologized to the Yahoo staff and urged them to get on with business as usual.

    Despite Thompson’s claim of an oversight, Yahoo did their due diligence and began an investigation of how the false computer science degree appeared in Thompson’s bio and many other documents dating back to his years at Ebay/ PayPal. Although nothing official has yet come out of the investigation, many with knowledge of the scandal were calling for Thompson to step down and alleviate the stressful environment that has been manifesting since the proxy battle began with the Yahoo board and their largest shareholder, Dan Loeb and his investment firm Third Point.

    As the pressures mounted throughout the week it looks like Thompson devised a plan to escape seemingly unscathed. Yesterday morning, All Things D reported that Thompson has discovered he is suffering from an undisclosed health issue and has offered his resignation as CEO at Yahoo.

    If you remember last week, The Yahoo board also accepted the resignation of Patti Hart who was also involved in the false credential scandal. Hart, who was a director on the board, agreed not to stand for reelection after it was revealed that she claimed to hold a degree in economics and marketing when in fact, she was actually a business administration major.

    No doubt these resignations are being celebrated by Loeb and Third Point. They have been fighting for change on the Yahoo board ever since Yahoo passed over on a deal with Microsoft which would have made shareholders a lot of money. At the time, Loeb demanded that he be elected to the Yahoo board. Thompson and the current board members did not agree and this is when the proxy battle kicked into high gear.

    Now we are again looking at some major changes at Yahoo. This all comes at a very bad time for the Silicon Valley firm who just introduced huge layoffs and a giant reorganization of their operations at the beginning of last month. Watch for more updates on the happenings at Yahoo as the day unfolds.

  • Yahoo! CEO Never Actually Gave Out False Credentials

    The newest development in the Yahoo fake credentials debacle has surfaced and it has to do with how the fake credentials made their way into CEO Thompson’s biography. The first thing is that Thompson claims he never actually provided a resume to be considered for the job as CEO at Yahoo. He says a staffing service employee created a document for Yahoo to review and it contained information which mistakingly claimed he had a computer science degree.

    An expert in the field of recruiting high-end executives, Keith Giarman of executive search firm DHR International, said it is indeed not common for someone of Thompson’s magnitude to provide a resume.

    Thompson’s explanation of how the error appeared as early as 2005 is the same, he interviewed with an executive placement firm which peddled him to Ebay/PayPal. He never claimed he possessed a computer science degree in the interview, but it did appear in the documents from the agency, which he admits, he neglectfully failed to review. He also explains that whoever wrote his Yahoo bio obviously took his credentials from the dossier created by the staffing firm.

    As you may remember, we reported earlier this week that Thompson issued a sort of apology to the staff at Yahoo for the disruption the discrepancy has caused. He also pointed out that the Yahoo board has hired a private legal firm to investigate the issue and urged everyone to go on with business as usual. This obviously created some tension for yahoo staff, especially with the pressure on them from activist shareholder Dan Loeb, and his investment firm Third Point, to take action against Thompson.

    Now another major shareholder at Yahoo is jumping on the activist bandwagon. Capital Research and Management, which owns more than 10 percent of Yahoo with two different funds, is beginning to take Dan Loeb and Third Point’s perspective that the board is in desperate need of new leadership.

    Someone close to the situation told All Things D that, “having a CEO with that hanging over his head is really a problem going forward,” and that, “It’s hard to pretend this is not a problem”. It is unlikely that Capital Research and Management will be as vocal as Loeb about their concerns, but none the less, it has been expressed that they are unhappy with the current state of things.

    Anyhow, Yahoo still has the private legal firm diligently investigating the matter and new information is bound to continue surfacing. So far Yahoo has seen the resignation of director Patti Hart, who is responsible for the hiring of Thompson and who passed off false credentials of her own, and we have seen the environment at Yahoo go from positive to worried.

    We will keep you posted as new information comes out of this scandal and proxy battle with Third Point. At this moment it appears Thompson is willing to fight for his position at Yahoo and not back down from Third Point. A leader should not back down in the face of competition, false credentials or not.

  • Yahoo Director Resigns After Discovery of False Credentials

    The latest development in the Yahoo scandal over false credential is here and this time one of the parties involved has resigned their position. Patti Hart, who was listed in a letter to the board from activist investor Dan Loeb, has agreed to not stand for reelection at the upcoming annual meeting, according to All Things D.

    Both Hart and CEO Scott Thompson are under investigation by a private law firm hired by Yahoo to sort out the mess created by some misrepresented college degrees. Hart claimed she was an economics and marketing graduate from Illinois State College when in fact, she was a business administration major. Thompson claimed he was a computer science major when in reality he graduate from the school of accounting.

    On top of being part of the false credential scandal, she is also the main party involved with hiring Thompson, who joined Yahoo in the latter half of 2010. Given her lies on the bio and the yet-to-be determined fate of Thompson, she most likely thought it was a good idea to stay ahead of the axe and part ways before it became inevitable. The pressure is certainly on.

    Here’s a comments from the letter to the board from Loeb:

    “Third Point believes Mr. Thompson and Ms. Hart owe Yahoo!, its Board of Directors and its shareholders an explanation.”

    “Yahoo! shareholders should not have to wait until the (not yet scheduled) Annual Meeting for our nominees to begin the hard work of truly changing the Yahoo! Board.”

    I think it would be fair to assume Loeb pretty much knew how this whole thing would play out. After a couple days in the pressure cooker Thompson came forward last night to apologize for the undue tensions at the firm caused by the scandal, but he still hasn’t admitted any wrong doing on his behalf.

    Thompson Comments:

    “As I told you on Friday, the board is reviewing the issue and I will provide whatever they need from me. In the meantime, I want you to know how deeply I regret how this issue has affected the company and all of you.”

    So there could be more resignations on the way or we could see someone get fired over this. Either way, it doesn’t instill a lot of trust in the leadership at Yahoo or Thompson himself. We’ll be watching for more news to come out of this Yahoo scandal. Check back soon.

  • Scott Thompson is Sorry About the Disruption

    I am sure by now you have heard that the proxy battle between the Yahoo board of directors and activist shareholder Dan Loeb and his firm Third Point has gotten a little ugly for the leadership over at Yahoo. Essentially he caught CEO Scott Thompson and another member of the staff passing off false credentials on their company biographies.

    To make matters worse Thompson completely ignored the issue except to say the Yahoo board was investigating the claims. Of course this left the door wide open for gossip and chatter. The infamous letter from Loeb and Third Point calls for action on behalf of the Yahoo board and more specifically, calls for Thompson to account for the false computer science degree listed on his bio.

    As you may recall, Kara Swisher over at All Things D has been keeping in close communication with the folks over at Yahoo and last night she reported that Thompson issued a sort of apology to the staff. By sort of, I mean he didn’t actually come out and apologize for any wrong doing, but rather apologized for the disruption the debacle has caused. So he’s still skirting the issue: Did he or did he not intentionally lie about a computer science degree?

    Take a look at a few key segments from Yahoo CEO Scott Thompson’s memo to the folks over at Yahoo:

    “As I told you on Friday, the board is reviewing the issue and I will provide whatever they need from me. In the meantime, I want you to know how deeply I regret how this issue has affected the company and all of you.”

    ‘We have all been working very hard to move the company forward, and this has had the opposite effect. For that, I take full responsibility, and I want to apologize to you.”

    “I know the board plans to conduct the review thoroughly and independently, and I respect that process. I am hopeful that this matter will be concluded promptly.”

    “We need to continue to act as one team to fulfill the potential of this great company and keep moving forward. You have my word that all my energy and attention will be on that mission.”

    Certain members of the online community have been vocalizing their opinion on what the right path for Thompson should be, more specifically, Richard Rosenblatt believes the Yahoo CEO should apologize and resign his position. I’ve already heard from many who wrote in to tell us that they agree with Rosenblatt, but we have also heard from others who believe Loeb is a bully and that the board and Yahoo leadership should stand up to him. Tell us what you think.

    In the meantime, Loeb is calling for all the documents surrounding Thomson’s hire over at Yahoo be brought forward and scrutinized for more evidence that he is not a suitable leader.

  • Yahoo’s Scott Thompson Accused of False Credentials

    As the proxy battle between the Yahoo board of directors and activist shareholder Dan Loeb heats up, new information has come to light that CEO Scott Thompson has some fraudulent credentials. Of course the so called oversight was brought to the Yahoo board’s attention by none other than Loeb himself.

    On both Yahoo’s website and in their SEC regulatory filings, Thompson is described as having a bachelors degree in computer science in addition to his accounting degree. Apparently, Loeb and his investment firm, Third Point did some snooping around and found out computer science was not a degree even offered at Stone Hill, the school Thompson graduated from.

    Of course Yahoo responded immediately calling the biographical error an “inadvertent mistake” and immediately removed the false credential from whatever public documents they could. The problem is, the error dates back at least six years and even appears on his Ebay bio from his years of work there. So it appears to be more than just an inadvertent clerical error, or whatever they are claiming.

    Loeb also called attention to another Yahoo board member’s credentials. Patti Hart, a graduate of Illinois State College, claimed she held a degree in economics and marketing, when in fact her degree is in business administration. very Interesting.

    As you can imagine, this has the Yahoo shareholders and the board of directors quite upset. All Things D spoke to someone with knowledge of the climate at Yahoo yesterday and they claim,“ many members of the board are deeply concerned,” and “this is a problem on a lot of levels, especially related to the trust of shareholders”.

    Here’s a few segments from the letter to the Yahoo board of directors from Loeb and Third Point:

    “Third Point believes Mr. Thompson and Ms. Hart owe Yahoo!, its Board of Directors and its shareholders an explanation. We also call upon the Board to immediately commission an independent investigation to determine whether these individuals (i) made misrepresentations to the Yahoo! Board and the investing public or (ii) have violated the Company’s Code of Ethics. Unless there are satisfactory explanations for these apparent discrepancies, the Board will need to decide whether these two individuals should remain at the helm of Yahoo!”

    “However, in the event that there is no good explanation, we expect the Board to take immediate action. Yahoo! shareholders should not have to wait until the (not yet scheduled) Annual Meeting for our nominees to begin the hard work of truly changing the Yahoo! Board.”

    So the battle is on, and it looks like Loeb and Third Point have a legitimate issue which should be raised. Are these people who currently run Yahoo competent? It appears they knowingly falsified their credentials to get where they are. Perhaps they are perfectly capable of doing their jobs, but why would it ever be okay to make false accusations about what degrees you hold. We will be watching this story closely. As new information becomes available, you can read about it here.

  • Proxy War Against Yahoo Board by Third Point & Loeb

    Managing partner of Third Point hedge fund, Dan Loeb is waging a proxy war against Yahoo’s board of directors. Business Insider reports Loeb has had enough of Yahoo’s poor decision making and weak additions to the board. Earlier this year we reported on Loeb’s contempt for the board and their decision not to pursue a deal to join forces with software giant, Microsoft.

    In a letter to Yahoo! Shareholders at the end of March, Loeb expressed his dissatisfaction with the boards newest appointees and the direction of the company overall:

    The Board’s decision today demonstrates once again that one of Yahoo!’s paramount principles of corporate governance is “Shareholders not welcome”. In the absence of independent shareholder oversight, the Yahoo! Boards of the past five years have given shareholders five CEOs and strategic plans in as many years and seriously damaged the value of the core business, a fact masked only by the increasing value of Yahoo’s Asian assets.

    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. Yahoo!’s shareholders deserve a voice and a choice. We intend to provide them with one at this year’s Annual Meeting.

    Loeb was offered two seats on the board of directors, one of his choosing and one which the board must also approve of, but they were adamant about Loeb himself not being one of them. This did not sit well with Loeb or pacify his inclination to wage a proxy war on the board.

    Yesterday Yahoo released a letter to the shareholders reasserting that Loeb would not become part of the Yahoo board:

    Regrettably, our efforts to avoid a proxy contest with Third Point were unsuccessful. Following the recommendation of the Nominating and Corporate Governance Committee, we offered Third Point two board seats, including one of its nominees and a second mutually agreeable candidate, which would bring Third Point’s perspective into the boardroom.

    Unfortunately, Mr. Loeb declined to end his proxy solicitation on that basis, insisting that there could be no settlement unless he was personally appointed to the board. The board continues to believe that Mr. Loeb himself does not bring the relevant skill set and experience to the board, particularly in comparison to the candidates selected by the board.

    In addition, we believe that, based on the specific qualifications of Third Point’s nominees relative to Yahoo!’s business and opportunities, the candidates nominated by the board’s Nominating and Governance Committee are significantly superior to those proposed by Third Point. Nevertheless, we want to emphasize that we remain committed to an open dialogue with all our shareholders and to working in a constructive manner with Third Point.

    Yahoo board member Eric Jackson, an activist in his own right, is unhappy with the board’s decision not to let Dan Loeb join the board. He believes Loeb is exactly the type of addition they need at Yahoo, and has been very vocal about his sentiments.

    Eric Jackson’s Twitter commentary on Dan Loeb’s credentials:

    @ericjackson
    Eric Jackson    Why is Dan Loeb’s “skill-set” for $YHOO’s board inferior to David Kenny, recently fired by $AKAM after a failed one year’s tenure? 1 hour ago via TweetDeck ·  Reply ·  Retweet ·  Favorite · powered by @socialditto

    @ericjackson
    Eric Jackson    Why is Dan Loeb’s “skill-set” for $YHOO’s board inferior to Sue James, President of the Tri-Valley Animal Rescue? 1 hour ago via TweetDeck ·  Reply ·  Retweet ·  Favorite · powered by @socialditto