Bostock skips some key points at Yahoo meeting

The company chairman offers no details on Yahoo's severance plan or why exactly the board rejected Microsoft's offer of $33 a share.


Updated 1:51 p.m. PDT: Adds Microsoft statement and some investor comments from the presentation.

Yahoo investors came to the annual shareholders meeting Friday looking for answers on the failed bid by Microsoft.

Yahoo Chairman Roy Bostock at shareholders meeting
Yahoo Chairman Roy Bostock speaks to shareholders Friday. James Martin/CNET News via Yahoo Webcast

And while Yahoo Chairman Roy Bostock, speaking early during the meeting, covered a fair amount of ground on the long-running melodrama of Microsoft's buyout bid and subsequent developments, there were two things missing from his presentation.

One, how the company came to the conclusion that a $33 a share Microsoft buyout offer wasn't rich enough and why a counter of $37 a share was justified. And two, what's up with Yahoo's controversial employee severance plan and whether the Internet pioneer will let it die a natural death.

Bostock noted that although Microsoft's initial $31 a share offer was the only written deal it put on the table, Yahoo, which rejected that valuation, took Microsoft's sweetened verbal offer of $33 per share seriously.

"Microsoft said in an offhand comment, 'There may be a few dollars more.' Shortly afterward, we re-engaged with them again," Bostock said during the shareholders meeting. "The board said, 'Let's treat the $33 (a share) proposal as a real proposal."

Despite treating the $33 a share offer as "real," Yahoo countered with $37 a share.

Microsoft withdrew the $33 a share offer and has not come back with another buyout bid for the entire company, though it did entertain the possibility of a search-only acquisition. On Friday, Yahoo's shares dipped as low as $19.53 a share.

Yahoo has since publicly stated it would be willing to consider an offer of $33 a share or more, but has yet to explain why it rejected Microsoft's "real" proposal of $33 a share and how it determined Yahoo was worth $37 a share.

In a statement Friday, Microsoft said: "Yahoo is attempting to rewrite history yet again by statements not supported by the facts."

During Yahoo's presentation, one investor caught a cat nap while Yahoo CEO Jerry Yang and President Sue Decker spoke, while a couple others leaned forward in their chairs, eager to hear what was on the executives' minds.

When the investor question-and-answer was about to begin, CEO Jerry Yang said it would last 15 minutes.

One shareholder laughed, saying that's "not enough time."

During the Q&A portion, seven investors took to the microphone:

Investor activist Eric Jackson asked Bostock whether he would step off the board if he receives a high withhold vote, noting that last year the compensation committee, in which Bostock is a member, received a 33 percent to 34 percent withhold vote.

Bostock responded:

I don't think I should step down. You said there was a 34 percent withhold votes last year. I tend to look at it as a 66 percent ("for" vote), so I don't think it is anything that should cause me, or any other director, to take that narrow of a view and step down.

Meanwhile, another investor who addressed the failed Microsoft talks, among a number of other items, had advice for Yahoo:

I don't think it helps the company to keep talking about the breakup. It makes you look weak.

...You walked away from the deal. Just walk away and focus on the future.

In the end, investors eked out roughly 30 minutes of Q&A.

Click here for full coverage of Yahoo's shareholders meeting.

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