SCHEDULE 14A
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Yahoo! Inc.
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Carl C. Icahn
Lucian A. Bebchuk
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On June 9, 2008, Carl C. Icahn issued a press release relating to Yahoo! Inc.,
which is filed herewith as Exhibit 1.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE STOCKHOLDERS OF YAHOO! INC. FOR USE AT ITS ANNUAL MEETING, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
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COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
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PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A THAT WAS FILED WITH THE SECURITIES
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EXHIBIT 1
Carl C. Icahn
ICAHN SENDS OPEN LETTER TO BOARD OF DIRECTORS OF YAHOO!
Contact: Susan Gordon: (212) 702-4309
NEW YORK, NY, JUNE 9, 2008. Carl Icahn today announced that the following letter
was delivered to the board of directors of Yahoo!
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE STOCKHOLDERS OF YAHOO! INC. FOR USE AT ITS ANNUAL MEETING, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
STOCKHOLDERS OF YAHOO! INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION
RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION IS CONTAINED IN THE
PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A THAT WAS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON JUNE 6, 2008.
Carl C. Icahn
ICAHN CAPITAL LP
767 Fifth Avenue, 47th Floor
New York, NY 10153
June 9, 2008
Roy Bostock
Chairman
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Dear Roy:
After reading Yahoo!'s press release put out on Friday in response to my letter
of that morning, I cannot help but wonder if you even read my letter.
Again, Yahoo! keeps repeating misstatements in the hope it will convince its
shareholders that these misstatements are valid. I cannot understand why the
Yahoo! board feels so strongly about its "poison pill" severance plan and why it
continues to refuse to rescind it. How can you continue to repeat that your
severance plan is in the best interests of shareholders and employees? Indeed,
Yahoo!'s own compensation advisor called the severance plan "nuts." Is it not
true, as the shareholder complaint stated, that Microsoft's CEO earmarked $1.5
billion for employee retention (a benefit you neglected to tell your employees
about)? Is it not better to incentivize employees to stay in their jobs than to
quit? Instead of just continuing to repeat the mantra that we have made an
inaccurate interpretation of your severance plan, why do you refuse to go into
detail as to why our interpretation is incorrect? Additionally, a New York paper
reported this weekend that "sources close to Microsoft said the severance plan
was a "big issue" when deciding what price they could pay for Yahoo!"
In your press release from Friday, you stated again that I do not have a
credible plan for Yahoo! Did you even bother to read my letter, which went into
great detail on what measures I would ask the new board to take? Ironically,
while you keep inquiring about my plans, it is interesting to note that Yahoo!'s
board has been busy reaping great compensation benefits. Indeed, you made
approximately $10,000 per week last year - not bad for a board member. I believe
most of your shareholders would be interested in seeing your time sheets -
especially in light of the fact that, in my estimation, most of your so-called
"plans" over the last few years have been failures. Remember the old adage -
those who live in glass houses should not throw stones. Perhaps most
importantly, under my plan, I would ask the Board to bring in a talented and
experienced CEO to replace Jerry Yang and return Jerry to his role as "Chief
Yahoo!" It is extremely important to note that Google hired a great operator as
a CEO who helped to transform the Company into a giant at the expense of Yahoo!
According to publicly available financial information, while Google's income
from operations grew 59% per year over the last two years, Yahoo!'s income from
operations shrank 21%. What was the board doing over this period? Where was
their great "plan"? I believe a new CEO with operating experience might well
have had and might still have a very salutary impact on Yahoo! I ask again what
your great "plan" has been over the last few years. Why did you permit Google to
leave you in the dust?
I outlined a number of questions in Friday's letter. Why don't you do me the
courtesy of answering my questions as I have answered yours?
Sincerely yours,
CARL C. ICAHN