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Yahoo board shakeup ends standoff with vocal critic

Activist investor Starboard Value gets Yahoo to lean its way with the addition of four new members to its board of directors.

Yahoo is adding four new members to its board to try to spark its revival.
Richard Nieva/CNET

The effort to right the good ship Yahoo has taken a decided turn toward Starboard.

The company announced Wednesday that it has reached an agreement with activist investor Starboard Value to bring four new independent directors to its board. As part of the agreement, Starboard has withdrawn its nominees for the board, but one of the new directors will be Starboard CEO Jeff Smith.

Starboard, which owns 1.7 percent of Yahoo, has been pushing hard for big changes at the company, whose glory days as an Internet pioneer are well behind it. The financial firm initially was pushing to overturn the entire board of directors at Yahoo's annual shareholder meeting later this year. In a letter to other Yahoo shareholders last month, Starboard said it wanted a new group of people on Yahoo's board to oversee a "turnaround plan, separation, or sale of assets."

The news should relieve a bit of stress on the company, for the time being at least.

"This constructive resolution will allow management and the board to keep our focus on our extremely important objectives," CEO Marissa Mayer said in a statement.

It's not as though Yahoo hasn't been trying to revive its sagging businesses. Mayer has taken steps to spark change, including enhancing its focus on mobile sites and services. But the efforts have failed to excite consumers or satisfy shareholders, prompting the board to explore options beyond the attempted turnaround, including a possible sale.

Beyond Smith, the three other people joining Yahoo's board are Tor Braham, Eddy Hartenstein and Richard Hill.

Braham worked for Deutsche Bank Securities from 2004 until 2012 as managing director and global head of technology mergers and acquisitions. Hartenstein was CEO of the Tribune Company, chairman and CEO of DirecTV, and publisher and CEO of the Los Angeles Times Media Group. Hill has been chairman of Tessera Technologies since 2013.

At Yahoo's annual meeting, two existing directors will not seek re-election, leaving the board with 11 members.

"I am pleased that we were able to reach a constructive agreement with Yahoo to add new independent directors to the Yahoo board," Smith said in a statement. "We look forward to getting started right away and working closely with management and our fellow board members with the common goal of maximizing value for all shareholders."