Activist investor taps MTV, NBC alums for Yahoo proxy war

Dan Loeb's Third Point files papers with the U.S. Securities and Exchange Commission to wrest four board seats from the Web giant.

Yahoo's Sunnyvale headquarters. Yahoo

Activist shareholder Dan Loeb's Third Point has filed papers with the U.S. Securities and Exchange Commission to launch a proxy fight against Yahoo, bringing two heavy-hitting media executives with him to battle.

Third Point is nominating four candidates for board seats, including Michael J. Wolf, former president and chief operating officer of MTV Networks, and Jeff Zucker, former chief executive of NBC Universal. The Third Point slate is rounded out with Loeb and Harry J. Wilson, chairman and chief executive of a corporate restructuring firm, Maeva Advisors.

Since last year, Loeb has pressured beleaguered Yahoo for mismanagement, calling for co-founder and "chief Yahoo" Jerry Yang, along with other board members, to step down. Last month, Yang resigned , and the company brought in former PayPal executive Scott Thompson as chief executive . And earlier this month, four directors, including Chairman Roy Bostock, said they would not seek re-election .

In the SEC filing, Third Point noted the changes but said they don't put Yahoo on "the right track towards maximizing shareholder value." Third Point criticized the two new directors--Alfred Amoroso and Maynard Webb Jr.--Yahoo has appointed to its board.

"Installing the handpicked choices of the current board does nothing to allay investor fears that Yahoo is poised to repeat the errors of its past," Third Point wrote in its filing. It went on to say "recent changes do not demonstrate convincingly that board and shareholder interests are fully aligned, nor that this board has the fresh perspective and necessary experience to overhaul the company's challenged organizational and operating structure."

In the filing, Third Point expresses concerns that Yahoo is planning to emphasize technology "at the expense of advertising and media, which accounts for the vast majority of (Yahoo's) revenues." And it notes that the strategy is a direct result of "a dearth of essential expertise in media and entertainment at the board level." That's a shortcoming Third Point says it believes Wolf and Zucker would presumably address.

Ultimately, Third Point would like its nominees to serve on the board with existing Yahoo directors other than the four who retired earlier this month, the two newly appointed directors, and board member Patti Hart, who heads the nominating and corporate-governance committee.

Neither Yahoo nor Third Point immediately responded to requests for comment.

All Things Digital first reported the news of Third Point's proxy fight.

About the author

Jay Greene, a CNET senior writer, works from Seattle and focuses on investigations and analysis. He's a former Seattle bureau chief for BusinessWeek and author of the book "Design Is How It Works: How the Smartest Companies Turn Products into Icons" (Penguin/Portfolio).

 

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