And now it's (proxy) war: Yahoo names three board members

Yahoo stripped off its glove and whacked dissident investor Daniel Loeb across the face with it, naming three new directors as alternatives to Loeb's outsider slate.

Yahoo appointed three new directors to its board, an unmistakeable shot across the bow of dissident shareholder Daniel Loeb, who's agitated for major changes at the struggling Internet pioneer.

In other words, let the proxy war begin.

Loeb, whose hedge fund Third Point owns almost six percent of Yahoo, emerged as a pointed critic of company management late last year. Last month, Loeb proposed an alternate slate of four directors -- one of those candidates being himself.

With today's move, Yahoo clearly dismissed not only that alternative slate (with one exception -- see below), but Loeb himself. As the company noted in its own release:

The board remains open to hearing Third Point's ideas and to working constructively with Third Point, but believes that appointing Mr. Loeb to the board is not in the best interest of the company and its shareholders.

Your corporatese put-downs don't come much sharper than that. It's almost enough to make you overlook the fact that Yahoo was apparently in such a hurry to blunt Loeb's full-court press that it decided to announce the news of its board appointments midday Sunday.

Yahoo's newest board members are:

  • Peter Liguori, the former chairman of Fox Broadcasting
  • John Hayes, EVP and chief marketing officer at American Express
  • Thomas McInerney, former CFO of InterActive Corp.

Loeb has repeatedly dinged Yahoo's board for a lack of expertise in media, advertising and marketing. It's hard not to see the company's latest appointments as a direct response to that criticism.

So Liguori -- whose storied career has also wound through HBO and, most recently, Discovery Communications -- is the clear media heavyweight. That presumably also makes him Yahoo's answer to Loeb's two Big Media candidates, former NBC Universal president Jeff Zucker and former MTV president Michael Wolf.

Hayes, meanwhile, is presumably there to help jazz up Yahoo's marketing appeal... somehow. The company's release touts him as "one of the nation's most innovative marketing executives with an expertise in digital marketing."

That would be impressive indeed, could anyone happen to recall anything noteworthy Amex has accomplished in digital marketing. Unless you want to count the latest Amex promotion on Twitter -- one that gets you bargains if you push them on Twitter using an Amex-branded hashtag. Which may give us a depressing indication of where Yahoo sees itself heading these days.

McInerney, meanwhile, apparently brings financial expertise and no small amount of experience buying up and selling off Web properties, which could certainly come in handy at Yahoo. Let's just hope Yahoo CEO Scott Thompson isn't also hoping to tap his strategic vision, given how closely IAC itself resembles the Island of Misfit Web sites.

Yahoo took pains to suggest that it hadn't totally rejected Loeb's outsider advice, though it did so in a typically backhanded fashion that aimed to cast Loeb as the villain. In its release, the company said it had proposed accepting one of Loeb's candidates -- Harry Wilson, a corporate-restructuring expert -- as well as another "mutually acceptable" individual in order to avoid "the cost and distraction that inevitably accompanies a proxy fight."

In Yahoo's telling, though, its attempt at compromise was all for naught:

Third Point founder and Chief Executive Officer Daniel Loeb rejected this proposal and declined to end Third Point's solicitation with respect to its own four candidates unless he personally was appointed to the board.
About the author

David Hamilton is the assistant managing editor of CNET News. He has been writing and editing business and tech coverage for about two decades -- the majority of that at the Wall Street Journal in both Tokyo and San Francisco. He is a two-time winner of the Overseas Press Club award and has written for numerous magazines and blogs, including Slate, Science, VentureBeat, CBS Interactive's BNET, California Lawyer and the New Republic.

 

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