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 23, 2011

 

 

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 23, 2011, Yahoo! Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). At the Meeting, shareholders elected each director nominee to the Board of Directors (the “Board”) by the following votes:

 

Nominee		Votes For		Votes Against		Absentions		Broker Non-Votes
Carol Bartz		753,892,169		178,378,222		4,811,003		158,967,884
Roy J. Bostock		743,965,066		187,665,467		5,450,861		158,967,884
Patti S. Hart		893,908,189		39,424,870		3,748,335		158,967,884
Susan M. James		890,060,865		43,283,216		3,737,313		158,967,884
Vyomesh Joshi		893,552,777		39,789,507		3,739,110		158,967,884
David W. Kenny		900,661,407		28,334,009		8,085,978		158,967,884
Arthur H. Kern		884,165,213		48,540,239		4,375,943		158,967,884
Brad D. Smith		890,597,948		42,735,065		3,748,382		158,967,884
Gary L. Wilson		891,773,895		44,167,162		1,140,338		158,967,884
Jerry Yang		890,258,180		45,723,971		1,099,187		158,967,884

At the Meeting, shareholders voted on the other proposals described in the Company’s Proxy Statement as filed on Schedule 14A on April 29, 2011 (the “Proxy Statement”) as follows:

 

•

Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation as described in the Proxy Statement (with 650,288,594 votes for, 277,440,055 votes against, 9,352,746 abstentions, and 158,967,884 broker non-votes).

 

•

Shareholders approved, on a non-binding advisory basis, “1 Year” as their preferred frequency for holding future advisory votes on executive compensation (with 807,795,751 votes for 1 Year, 1,249,870 votes for 2 Years, 118,001,275 votes for 3 Years, 10,034,498 abstentions, and 158,967,884 broker non-votes).

Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.

 

•

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2011 (with 1,082,743,544 votes for, 11,768,834 votes against, 1,536,900 abstentions, and 0 broker non-votes).

 

•

Shareholders did not approve a shareholder proposal regarding human rights principles (with 24,801,573 votes for, 779,240,401 votes against, 133,039,421 abstentions, and 158,967,884 broker non-votes).

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

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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 24, 2011