Eric Jackson calls for investor Carl Icahn's dissident slate of directors to take a minority representation on Yahoo's board. "Third option" would settle large investors worries, he says.
Amid much debate over Yahoo's future, activist shareholder Eric Jackson offered his own suggested slate of directors Monday, which includes four from fellow activist Carl Icahn's slate and five from Yahoo's.
Jackson, who outlined his "Third Option for Yahoo" in a column in TheStreet.com, suggested the combo slate for several reasons.
Investors may be reluctant to throw out all of Yahoo's nine-member board, given that Microsoft has not publicly stated any interest in making another bid for the search pioneer. That means that whoever is elected to Yahoo's board would likely have to offer guidance and governance to the company for one year, which is the length of the board term.
Jackson cites operational continuity, elimination of potential impediments for future buyouts of the company, greater accountability to shareholders, and change as the drivers for his "Third Option for Yahoo."
"I want Icahn to win outright, but I am putting forward this 'third option' because I fear several large investors will worry about the operational abilities of Icahn and his team," Jackson wrote in his column.
And whom would Jackson get to fill Yahoo's board of directors?
For starters, Jackson would advocate that investors vote for these members of Icahn's dissident slate: Adam Dell, Lucian Bebchuk, John Chapple, and Edward Meyer.
Jackson would also recommend that Yahoo shareholders vote for existing board members Vyomesh Joshi, Robert Kotick, Maggie Wilderotter, Gary Wilson, and Jerry Yang.
Says Jackson about his recommended changes:
In my opinion, the current members of Yahoo's compensation committee (Chairman Roy Bostock, Ron Burkle, and Art Kern) should not be re-elected, as they were each the subject of the highest "against" votes at last year's meeting. They are also responsible for lading out excessive stock options to their fellow directors and senior executives over the last four years.