Yahoo Reaches Board Deal With Activist Fund

Starboard Value CEO Jeffrey Smith gets a board seat in a move that may pave the way for a sale of Yahoo's core business.
Katie Kuehner-HebertApril 27, 2016

Yahoo said Wednesday it had reached an agreement with activist investor Starboard Value to add four members to its board including the hedge fund’s chief executive.

The deal ends months of confrontation between Yahoo and Starboard and, according to The Wall Street Journal, paves the way for a sale of Yahoo’s core business.

“With four directors out of 11, Starboard didn’t succeed in changing the majority of the board on its own,” the WSJ said. “But the New York hedge fund will have a voice in negotiating the sale of the company and greater influence over Chief Executive Marissa Mayer.”

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The new directors include Starboard CEO Jeffrey C. Smith and three of his director nominees — Tor R. Braham, Eddy W. Hartenstein, and Richard S. Hill. Two of Yahoo’s current directors won’t seek re-election, bringing the board to a total of 11 directors.

“We look forward to getting started right away and working closely with management and our fellow board members with the common goal of maximizing value for all shareholders,” Smith said in a news release.

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In March, Starboard launched a proxy battle to unseat the entire board, raising concerns that the board wasn’t moving quickly enough with the sale process and wasn’t fully open to selling.

“We believe the board clearly lacks the leadership, objectivity, and perspective needed to make decisions that are in the best interests of shareholders,” Starboard said.

TechCrunch said the agreement with Starboard was a compromise and the aim of the new directors will not be “to turn the company around and refocus CEO Marissa Mayer, but more to make sure that it plays to whatever strengths it has left in the sale.”

Verizon Communications is seen as the leading candidate in the running after several potential strategic buyers, such as Time Inc., AT&T, and IAC/InterActiveCorp. dropped out of the running ahead of a deadline preliminary bids last week.

Smith will also join the Yahoo board’s strategic review committee, “The additional board members will bring valuable experience and perspectives to Yahoo during this important time for our company,” Yahoo Chairman Maynard Webb said.