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): May 3, 2012
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) |
| x | 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 3, 2012, Patti S. Hart notified the Board of Directors (the “Board”) of Yahoo! Inc. (“Yahoo!”) that she will not seek re-election to the Board at Yahoo!’s 2012 Annual Meeting of Shareholders (the “Annual Meeting”). The Board has reduced the size of the Board to nine directors, effective upon the election of directors at the Annual Meeting.
Item 8.01. Other Events.
On May 8, 2012, Yahoo! issued a press release regarding Ms. Hart’s decision not to seek re-election to the Board at the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Yahoo! Inc. press release dated May 8, 2012. | |
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.
| YAHOO! INC. (Registrant) | ||||
| By: | /s/ Michael J. Callahan | |||
| Name: | Michael J. Callahan | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
Date: May 8, 2012
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Yahoo! Inc. press release dated May 8, 2012. | |
Exhibit 99.1
PATTI HART WILL NOT SEEK RE-ELECTION TO YAHOO BOARD
SUNNYVALE, Calif., May 8, 2012 – Yahoo! Inc. (NASDAQ: YHOO), the premier digital media company, today announced that Patti Hart has decided not to seek re-election to the Yahoo! board at the upcoming 2012 annual meeting of Yahoo! shareholders. Ms. Hart, the chief executive officer of International Game Technology (NYSE: IGT), informed the Yahoo! board that the IGT board requested that she not seek reelection as a Yahoo! director.
“We thank Patti for her years of service and wish her all the best,” the Yahoo! board said.
Following the completion of Ms. Hart’s term at the annual meeting, the board will comprise nine directors.
Important Additional Information
Yahoo! has filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) and will be filing a definitive proxy statement with the SEC in connection with the solicitation of proxies for its 2012 annual meeting of shareholders. Shareholders are strongly advised to read Yahoo!’s 2012 definitive proxy statement (including any amendments or supplements thereto) when it becomes available because it will contain important information. Shareholders will be able to obtain copies of Yahoo!’s 2012 proxy statement, any amendments or supplements to the proxy statement, and other documents filed by Yahoo! with the SEC in connection with its 2012 annual meeting of shareholders for no charge at the SEC’s website at www.sec.gov. Copies of the proxy materials may also be requested from the Company’s proxy solicitor, Innisfree M&A Incorporated, by telephone at (877) 750-9499 (toll-free) or by email at info@innisfreema.com.
Yahoo!, its directors, executive officers and certain employees are deemed participants in the solicitation of proxies from shareholders in connection with Yahoo!’s 2012 annual meeting of shareholders. Information regarding Yahoo!’s directors, executive officers and other persons who, under rules of the SEC, are considered participants in the solicitation of proxies for the 2012 annual meeting of shareholders, including their respective interests by security holdings or otherwise, is set forth in the preliminary proxy statement Yahoo! filed with the SEC on April 27, 2012 and will be set forth in the definitive proxy statement for Yahoo!’s 2012 annual meeting of shareholders when it is filed with the SEC.
About Yahoo!
Yahoo! is the premier digital media company, creating deeply personal digital experiences that keep more than half a billion people connected to what matters most to them, across devices and around the globe. And Yahoo!’s unique combination of Science + Art + Scale connects advertisers to the consumers who build their businesses. Yahoo! is headquartered in Sunnyvale, California. For more information, visit the pressroom (pressroom.yahoo.net) or the company’s blog, Yodel Anecdotal (yodel.yahoo.com).
# # #
Contacts:
Media Relations Contact:
Dana Lengkeek, Yahoo! Inc.
(408) 349-1130
danal@yahoo-inc.com
Investor Relations Contact:
Investor Relations
(408) 349-3382
investorrelations@yahoo-inc.com