UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2010

 

 

Yahoo! Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-28018		77-0398689
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

701 First Avenue
Sunnyvale, California		94089
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 349-3300

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 24, 2010, Yahoo! Inc. (“Yahoo!” or the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). At the Meeting, shareholders elected each director nominee to the Board of Directors by the following votes:

 

Nominee		Votes For		Votes Against		Absentions		Broker Non-Votes
Carol Bartz		1,030,276,598		5,957,156		15,385,011		156,764,216
Roy J. Bostock		962,479,391		73,302,755		15,836,619		156,764,216
Patti S. Hart		1,030,997,810		5,141,908		15,479,046		156,764,216
Eric Hippeau		996,805,454		38,931,514		15,881,797		156,764,216
Susan M. James		1,030,976,606		5,171,804		15,470,355		156,764,216
Vyomesh Joshi		1,004,089,380		32,026,603		15,502,782		156,764,216
Arthur H. Kern		950,598,067		85,151,764		15,868,934		156,764,216
Brad D. Smith		1,030,956,771		5,406,544		15,255,450		156,764,216
Gary L. Wilson		1,029,576,656		6,173,313		15,868,796		156,764,216
Jerry Yang		1,024,095,863		12,114,256		15,408,645		156,764,216

At the Meeting, the shareholders voted on the other proposals as follows:

 

•

Shareholders approved amendments to the Company’s 1996 Directors’ Stock Plan (with 834,756,077 votes for, 200,767,146 votes against, 16,095,542 abstentions, and 156,764,216 broker non-votes).

 

•

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2010 (with 1,182,000,348 votes for, 10,105,679 votes against, 16,276,954 abstentions, and 0 broker non-votes).

 

•

Shareholders defeated a shareholder proposal calling for an advisory vote on executive compensation (with 294,919,548 votes for, 737,588,129 votes against, 19,111,087 abstentions, and 156,764,216 broker non-votes).

All vote counts above have been rounded to the nearest whole share.

 

Item 7.01

Regulation FD Disclosure.

On June 24, 2010, the Yahoo! Board of Directors approved a new stock repurchase program. Under the program, Yahoo! is authorized to repurchase up to $3 billion of its outstanding shares of common stock from time to time over the next three years. The repurchases may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 30, 2010