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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): August 1, 2008
(Exact name of registrant as specified in its charter)
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Delaware
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000-28018
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77-0398689 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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701 First Avenue
Sunnyvale, California
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94089 |
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(Address of principal executive offices)
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(Zip Code) |
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Registrants telephone
number, including area code: (408) 349-3300 |
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Not Applicable |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) As previously disclosed in the Current Report on Form 8-K filed by Yahoo! Inc. (the Company)
on July 21, 2008, as amended on July 28, 2008 (the July 21 Form 8-K), in connection with the
Settlement Agreement (the Settlement Agreement), dated July 21, 2008, between the Company, Icahn
Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II L.P., Icahn Partners
Master Fund III L.P., High River Limited Partnership and Carl C. Icahn (a copy of which was filed
as an exhibit to the July 21 Form 8-K), on July 20, 2008, Robert A. Kotick tendered his resignation
from the board of directors (the Board) of the Company, effective as of the conclusion of the
2008 annual meeting of stockholders (the Annual Meeting). On August 1, 2008, upon completion of
the Annual Meeting, Mr. Koticks resignation from the Board became effective.
On August 1, 2008, following completion of the Annual Meeting and pursuant to the terms of the
Settlement Agreement, the Board appointed Carl C. Icahn to fill the vacancy on the Board resulting
from Mr. Koticks resignation.
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.
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YAHOO! INC.
(Registrant)
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By: |
/s/ Michael J. Callahan
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Name: |
Michael J. Callahan |
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Date: August 6, 2008 |
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Title: |
Executive Vice President,
General Counsel and Secretary |
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