Yahoo board member resigns, shareholder meeting delayed

Edward Kozel, who continues to serve on board of NetApp, cites personal reasons. The company also announces that it's delaying its annual shareholder meeting until late July.

Update 9:40 p.m. PDT: This blog has been updated with background of Ed Kozel's other director seats.

The longtime director of Yahoo's board, Edward Kozel, has resigned, the company announced Thursday. Yahoo also said it will delay its annual shareholder meeting.

Yahoo said Kozel, who has been a company director since October 2000, is resigning for personal reasons. The company is reducing its board from 10 members to 9 as a result.

Last week, billionaire investor Carl Icahn launched a proxy fight to unseat all 10 members of Yahoo's current board at the company's upcoming shareholder meeting. It's not immediately known if Icahn will reduce his 10-member dissident slate, as well.

Kozel resigned on Tuesday, noting in his letter to the company that he had intended to resign in February to spend more time with this family, but decided to stay onboard after receiving the unsolicited buyout bid from Microsoft.

"Mr. Kozel noted his plan to focus on personal matters, including relocating his family to Europe this summer," the company stated.

It has yet to be seen whether Kozel will also give up his other director seats. He currently serves as a board member on NetApp, a storage and data management company that just in March underwent a change in its board composition. Kozel did not use that opportunity to step down from the board, in which he has served since 2006.

Yahoo also announced that it will delay its annual shareholder meeting from July 3 to a late July date yet to be determined, according to its Securities and Exchange Commission filing.

The company, which filed its preliminary proxy on Thursday, stated that it was delaying the meeting until the SEC has completed its review of its proxy materials. The board of directors will set a new date for the meeting, it said.

Icahn launched his proxy slate with the hope that it would push Yahoo and Microsoft back to the negotiating table. Earlier this month, Microsoft withdrew its sweetened unsolicited buyout bid of $33 a share for Yahoo , citing reluctance by the Internet search pioneer to take the offer. Yahoo's shares were trading slightly above $19 per share on the day before Microsoft announced its buyout bid on Feb. 1.

Within days of Icahn's announcing his proxy slate, Microsoft and Yahoo re-entered talks , this time discussing a transaction that does not involve an acquisition of the entire company. Various published reports note that the parties are considering a sale or joint venture of Yahoo's search business with Microsoft .

Some investors, such as noted portfolio manager Bill Miller of Legg Mason, are calling on Microsoft to buy Yahoo and not simply form a joint venture, according to a Reuters report.

"It is a strategic imperative for Microsoft to change its position," Miller said in an interview with Reuters, after speaking at a hedge fund conference. Legg Mason is Yahoo's second-largest investor, holding nearly a 6.7 percent stake in the company as of May 7.

 

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