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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Check appropriate box: |
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under Rule 14a-12 |
Yahoo! Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of filing fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) Title of each class of securities to which transaction applies: |
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(2) Aggregate number of securities to which transaction applies: |
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined): |
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(4) Proposed maximum aggregate value of transaction: |
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(5) Total fee paid: |
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing. |
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(1) Amount Previously Paid: |
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(2) Form, Schedule or Registration Statement No.: |
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(3) Filing Party: |
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(4) Date Filed: |
On July 22, 2008, Yahoo! Inc. (the Company) posted certain proxy and annual meeting materials on
its website at http://yhoo.client.shareholder.com/proxy/ (the Annual Meeting Website).
The following are excerpts of text from the Annual Meeting Website:
Yahoo!s 2008 annual meeting of stockholders will be held on Friday, August 1, 2008 at 10:00 a.m.,
local time, at The Fairmont San Jose, located at 170 South Market Street, San Jose, California.
The vote you will cast for directors at Yahoo!s annual meeting is the most important for
stockholders in our history.
We believe that the reelection of the eight members of our current board nominated for re-election
is in the best interests of Yahoo!s stockholders. The eight directors nominated for re-election
are Roy Bostock, Ronald Burkle, Eric Hippeau, Vyomesh Joshi, Arthur Kern, Mary Agnes Wilderotter,
Gary Wilson and Jerry Yang.
Under the leadership of the current board and management team we are executing on our strategy to
create value and that strategy is gaining traction. Yahoo!s board is focused on one central goal:
how best to maximize stockholder value and we ask you to vote for our slate of highly qualified and
capable directors standing for reelection.
We Urge You To Act Now To Protect Your Investment By Voting For Our Eight Board Nominees Today, By
Telephone, Internet, Or By Signing, Dating, And Returning The WHITE Proxy Card or WHITE Voting
Instruction Form.
Our Eight Board Nominees have the independence, the experience, the knowledge, and the commitment
to navigate the company through the rapidly-changing Internet environment, execute on our
initiatives to capitalize on the fast-growing online advertising market and to deliver value for
Yahoo! and its stockholders.
The future of Yahoo! and the value of your investment are in your hands. We ask you to vote for
your highly qualified and dedicated directors today. If you have questions about voting your
shares, please call MacKenzie Partners, Inc. Toll-Free at (800) 322-2885.
Yahoo!s Board of Directors recommends that you vote your shares:
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FOR ALL of the Boards following nominees for director: |
Roy J. Bostock
Ronald W. Burkle
Eric Hippeau
Vyomesh Joshi
Arthur H. Kern
Mary Agnes Wilderotter
Gary L. Wilson
Jerry Yang
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FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our
independent registered public accounting firm (Proposal No. 2); and |
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AGAINST each of the three proposals submitted by stockholders as described in Yahoo!s
proxy statement (Proposal Nos. 3 through 5). |
IMPORTANT
Please note that any GOLD proxy card which you may have previously submitted will not be voted at
the annual meeting. Accordingly if you previously submitted a GOLD proxy card, it is very important
that you sign, date, and return the WHITE proxy card or submit your proxy by internet or telephone.
Proxies granted by the GOLD proxy card included with the Icahn Groups proxy statement will not be
included in determining whether or not a quorum is present and will not be counted in tabulating
the number of votes cast on the election of directors, the ratification of the Companys
appointment of an independent registered public accounting firm or the vote on the three
stockholder proposals. In addition, votes that you may have previously authorized to be cast on
your behalf by the Icahn Group by telephone or the internet will not be cast. You may vote again by
telephone or the internet by following the instructions on the proxy voting page
(http://yhoo.client.shareholder.com/proxy/proxy-voting.cfm).
Questions?
If you have any questions or require any assistance with voting your shares, please contact:
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
Email: yahoo@mackenziepartners.com