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Yahoo board wins shareholders' endorsement

Yahoo Inc's board of directors wins strong backing from shareholders at its annual meeting, with Jerry Yang, the company's embattled CEO, receiving 85 pc of the vote in his favour.

business Updated: Aug 02, 2008 09:57 IST

Yahoo Inc's board of directors won strong backing from shareholders at its annual meeting on Friday, with Jerry Yang, the company's embattled CEO, receiving 85 per cent of the vote in his favour.

Shareholders representing nearly 76 per cent of Yahoo's 1.38 billion outstanding shares gave solid favourable votes to all nine of the current directors, in what represents a ringing endorsement of their tough stance with Microsoft Corp in this year's talks on a full or partial merger.

Three members of Yahoo's executive compensation committee -- Chairman Roy Bostock, Ron Burkle and Arthur Kern -- each received about 80 per cent in favour of re-election, with the remaining votes withheld in protest.

Shareholder activists and several proxy advisory firms whose recommendations can carry weight with institutional investors had advised investors to withhold their votes for the three directors in a protest over excessive executive pay.

But in a measure of investor concern over the issue of generous stock-option grants to executives and board members themselves, owners of 339.8 million Yahoo shares, or about 32 per cent of the voting stock, backed a non-binding pay-for-performance demand that the company had opposed. Sixty-five per cent voted against and the rest abstained.

Bostock, Burkle, and Kern have been the target of corporate governance critics in recent years for their role in granting big stock-option packages to former Chairman and Chief Executive Terry Semel, who resigned as CEO after protests at last year's annual meeting over Yahoo's flagging performance.

The "Gang of Three," as one dissident shareholder labelled them during Friday's meeting, had received more than a 30 per cent unfavourable vote at last year's annual meeting as they became lightning rods for complaints over excess pay.

The increased favourable vote for the three came as the investor debate this year has evolved into questions of whether Yahoo's board failed shareholders by rebuffing Microsoft's unsolicited $47.5 billion takeover offer in May.

Yahoo averted a proxy battle with Carl Icahn nearly two weeks ahead of the meeting by reaching a settlement deal with the billionaire activist investor that will expand its board to 11 members from nine and result in Icahn joining the board.