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Icahn battles for Yahoo's gold

The billionaire files his proxy statement, urging shareholders to send in the gold-colored ballot and vote for his slate of directors. Yahoo's current board is pushing shareholders to send in their white ballots.

Proxy fights often leave shareholders feeling black and blue, but when it comes to the battle of Carl Icahn and Jerry Yang, it's a case of gold vs. white.

Icahn on Thursday filed his preliminary proxy statement with the Securities and Exchange Commission, outlining the backgrounds of his proposed director slate and encouraging shareholders to use his gold ballots to vote in the upcoming shareholder meeting. Yahoo sent a letter yesterday urging shareholders to vote for its proposed slate on its white ballots.

In his proxy, which was well timed to coincide with Yahoo's reorganization, Icahn outlines some of the steps he would propose to the new board, if it is elected.

Icahn says he would propose to (and I'm quoting directly here):

•Eliminate the Change In Control Severance Plan;

•Hire a talented and experienced CEO to replace Jerry Yang and return Jerry to his role as "Chief Yahoo";

•Inform Microsoft that unless any "alternative transaction" can (ensure) a $33 or higher stock price, all talks of alternative transactions are over; and

•Offer publicly to sell Yahoo to Microsoft in a friendly and cooperative transaction.

Yahoo's current leadership, meanwhile, says that Icahn is distracting it from its work.

"It is time for Yahoo to turn its undivided attention to implementing its key strategies, and we therefore urge you to reject Mr. Icahn's slate and his ill-defined agenda," Yahoo said in its letter, which also made the case for its deal with Google. Yahoo is also gearing up for a road show with its investors.

The shareholder vote is slated for August 1. In the meantime, Yahoo shareholders are also said to be pushing to get Microsoft and Yahoo talking again, sources have told CNET News.com.