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Yahoo Chairman Roy Bostock to step down

Yahoo Chairman Roy Bostock says that, along with three other board members, he's not seeking re-election this year. The company appoints two new board members to fill the gap.

Yahoo Board of Directors Chairman Roy Bostock announced plans to step down today.
Yahoo Board of Directors Chairman Roy Bostock announced plans to step down today.
Duke University

Yahoo's undergoing more changes at its top, with a reshuffling of its board of directors.

In a letter to shareholders today, Yahoo's chairman of the board, Roy Bostock, said that along with fellow board members Vyomesh Joshi, Arthur Kern, and Gary Wilsonhe, he would not seek re-election this year.

Bostock added that to help fill the gap, the board has hired Alfred Amoroso and Maynard Webb Jr. to serve as independent directors. Amoroso was previously the president and CEO of Rovi. Webb previously served as CEO and currently serves as chairman of LiveOps.

Bostock's plans for announcing his departure were reported earlier today by All Things Digital.

The shuffle comes at a tumultuous time for Yahoo. The Web giant fired CEO Carol Bartz in September, replacing her with Scott Thompson just last month. Weeks later, company co-founder Jerry Yang resigned from Yahoo's board to "pursue other interests." All the while, speculation has swirled about the company attempting to sell its 35 percent stake in Yahoo Japan as part of a deal estimated to be valued at $17 billion. In Bostock's letter, he referred to that effort as "active" but also filled with complexity.

Bostock joined Yahoo's board in May 2003, becoming its chairman in January 2008--just weeks before the company received its first takeover offer from Microsoft, a deal Yahoo eventually turned down. The two companies went on to strike a search-and-advertising deal a year later.

More recently, Bostock--along with the rest of Yahoo's board of directors--became the target of an open letter from investment adviser Third Point, which owns 5.1 percent of the company. The firm's chief executive, Daniel Loeb, slammed the board, saying it has mismanaged the company, making "many mistakes."

Yahoo's stock closed up 1 cent, at $15.83, earlier today and is currently down to $15.80, or 0.19 percent, in after-hours trading.

Below is Bostock's letter to shareholders, which the company published shortly after the stock market closed trading for the day:

Dear Fellow Shareholders:

I write today to update you on the actions the Yahoo! board has taken, and the actions it is pursuing, to increase shareholder value and position the Company for growth. These actions result from a process I initiated about six months ago in a special meeting of the independent directors in which we analyzed the reasons why Yahoo! was not meeting either our own expectations or those of our shareholders.

The board decided then to move aggressively on three fronts to position Yahoo! for future success: one, we initiated a search for a new Chief Executive Officer with a vision and set of skills to lead Yahoo! into the future; two, we undertook a comprehensive strategic and structural review of the business; and three, we decided to assess the composition of the Company's board of directors relative to its ability to enhance the prospects for Yahoo!'s future success. We have made progress on all three fronts.

First, and most importantly, we have appointed Scott Thompson as CEO to lead our company. Scott is a capable and dynamic leader who brings the experience and expertise the Company needs to achieve robust growth and success in the marketplace. Over the coming months and years, Scott will lead an outstanding team of Yahoos to deliver engaging user experiences driven by innovative products.

Second, we have made significant progress on the comprehensive strategic review which is overseen by the board's Transactions and Strategic Planning Committee, chaired by director Brad Smith, the CEO of Intuit. The Committee's guiding principle has been to assess alternatives which would increase value for all Yahoo! shareholders, and the Committee has been open to any transaction or initiative that would serve this objective.

As part of this review, we have pursued a wide range of discussions with potential partners. We have engaged with potential investors and reviewed proposals concerning an equity investment in the Company, although at this time there have not been any proposals which have been deemed by the Committee to be attractive to our shareholders. We are also in active discussions with our partners in Asia regarding the possibility of restructuring our holdings in Alibaba Group and Yahoo! Japan. The complexity and unique nature of these transactions is significant. While we continue to devote significant resources to these discussions, we are not in a position at this time to provide further detail or to provide assurance that any transaction will be achieved.

Finally, the board has concluded that in order to accelerate the Company's transformation, the combination of a new Chief Executive Officer with an enhanced team of independent directors would provide Yahoo! with the expertise and perspectives necessary to drive innovation and growth going forward. Therefore, Mr. Joshi, Mr. Kern, Mr. Wilson and I have volunteered not to stand for re-election at the next shareholders' meeting.

Furthermore, the board today elected two highly qualified independent directors, Alfred Amoroso and Maynard Webb, Jr. Mr. Amoroso served as President and CEO of Rovi Corporation until December 2011 and, among other positions, had previously served as the President, CEO and Vice Chairman of META Group, Inc., the President and CEO of CrossWorlds Software, Inc. and as a member of the world-wide management committee of IBM Corporation. Mr. Webb, the Chairman of LiveOps, Inc., served as that company's CEO until July 2011. Prior to that, Mr. Webb was Chief Operating Officer of eBay and Senior Vice President and Chief Information Officer for Gateway, Inc., in addition to management, leadership and board positions at several other companies spanning his 30-year career.

The board continues its search for additional independent directors. This search is being led by director Patti Hart, CEO of International Game Technology, Inc., who chairs our Nominating and Corporate Governance Committee. We anticipate announcing additional directors to round out the board as soon as this process concludes.

Separately, as previously announced, Jerry Yang has resigned from the board of directors and other positions within the Company to pursue his many interests outside of Yahoo!. Working with Jerry was always a delight. He is a visionary and a pioneer who contributed enormously to Yahoo! since he co-founded the Company in 1995. He will be missed. The board thanks him deeply for his service and commitment to the Company.

Thus, following this year's Annual Meeting a majority of Yahoo!'s directors will be new to the board this year, and all directors will have joined the board since 2010. We believe that this reconfigured board, with a fresh set of perspectives and diverse set of skills, will enable the Company to move forward even more aggressively.

It has always been a privilege for me to serve as Chairman of Yahoo!. The employees of Yahoo! remain the heart, soul, and future of the company. And with Scott Thompson leading them, they are the reason why I believe Yahoo! will create significant shareholder value over the coming years.

In September, this board moved proactively and decisively to improve the performance of the Company for the benefit of its shareholders. These actions could not have been accomplished without the support and active participation of each director on the board. For that, I thank them. And I thank them for the knowledge, expertise, talents and commitment they have brought to Yahoo!. We all take pride in the fact that we are positioning Yahoo! for success in the future. Yahoo! is an incredibly strong brand with formidable assets. I have every expectation that under Scott's leadership, working together with the reconstituted board, the Company will thrive for many years to come.


Roy Bostock
Chairman of the Board

Updated at 2 p.m. PT with additional background information throughout.