e8vk
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 14, 2008
(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) |
|
|
|
Registrants 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:
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
TABLE OF CONTENTS
|
|
|
Item 5.02 |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) In connection with the Settlement Agreement (the Settlement Agreement), dated July 21, 2008,
between Yahoo! Inc. (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 Current Report on Form 8-K filed
by the Company on July 21, 2008, as amended on July 28, 2008), on August 14, 2008, the board of
directors (the Board) of the Company appointed Frank J. Biondi, Jr. and John H. Chapple to the
Board.
|
|
|
Item 7.01 |
|
Regulation FD Disclosure. |
On August 14, 2008, the Company issued a press release announcing Mr. Biondis and Mr.
Chapples appointment to the Board.
A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit
99.1. Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities
under that Section and shall not be deemed to be incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act.
|
|
|
Item 9.01 |
|
Financial Statements and Exhibits. |
(d) Exhibits.
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
|
99.1 |
|
|
Yahoo! Inc. Press Release dated August 14, 2008. |
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 |
|
Date: August 14, 2008 |
|
Title: |
Executive Vice President, General
Counsel and Secretary |
|
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
|
99.1 |
|
|
Yahoo! Inc. Press Release dated August 14, 2008. |
exv99w1
Exhibit 99.1
FRANK J. BIONDI, JR. AND JOHN H. CHAPPLE APPOINTED TO YAHOO!S BOARD OF DIRECTORS
SUNNYVALE, Calif., August 14, 2008 Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet company,
announced today that Frank J. Biondi, Jr. and John H. Chapple were appointed to Yahoo!s board of
directors.
We are pleased to add people of Franks and Johns caliber to our board, commented Yahoo!
Chairman Roy Bostock. Franks extensive experience in the entertainment and media industries,
combined with Johns deep management experience in telecommunications, will provide valuable
perspectives to our already diverse board. We look forward to working with them as our board
continues its ongoing efforts to enhance stockholder value.
Yahoo! co-founder and chief executive officer Jerry Yang added, No other company in the Internet
space has our unique combination of a global brand, the industrys best talent, innovative
technologies and exceptional assets; strengths we believe will help us take advantage of the
opportunities we see ahead. I look forward to working together with Frank, John, and the rest of
our board to continue the progress weve made on our strategy to be the starting point for the most
Internet users, a must buy for the most advertisers, and to develop the worlds most open
platforms.
Frank Biondi has served as senior managing director of WaterView Advisors LLC, a private equity
limited partnership focused on media and entertainment, since 1999. From April 1996 to November
1998, Mr. Biondi served as chairman and chief executive officer of Universal Studios, Inc. From
July 1987 to January 1996, Mr. Biondi served as president and chief executive officer of Viacom,
Inc. Mr. Biondi is a director of Amgen, Inc., Cablevision Systems Corporation, Hasbro, Inc., The
Bank of New York Mellon Corporation and Seagate Technology.
John Chapple has served as president of Hawkeye Investments LLC, a privately-owned equity firm
investing primarily in telecommunications and real estate ventures, since October 2006. Prior to
forming Hawkeye, Mr. Chapple served as president, chief executive officer and chairman of the board
of Nextel Partners from January 1998 to June 2006, when the company was purchased by Sprint
Communications. From 1995 to 1997, Mr. Chapple was the president and chief operating officer for
Orca Bay Sports and Entertainment in Vancouver, B.C., which at the time owned and operated
Vancouvers National Basketball Association and National Hockey League sports franchises in
addition to the General Motors Place sports arena. From 1988 to 1995, he served as executive vice
president of operations for McCaw Cellular Communications and subsequently AT&T Wireless Services
following the merger of those companies. Mr. Chapple serves on the board of directors of several
telecommunications companies: Cbeyond, Inc. (Nasdaq: CBEY) an integrated service telephone company,
and privately held companies Seamobile Enterprises, which provides integrated wireless services at
sea, and Telesphere Networks,
Inc., a VOIP (Voice over Internet Protocol) company providing service in 44 states. In addition,
he has served as a member of Syracuse Universitys board of trustees since 2005 and as chairman
since 2008.
Messrs. Biondi and Chapples appointment to Yahoo!s board of directors is in accordance with a
previously announced settlement agreement with Carl Icahn. Under the terms of the agreement,
following Yahoo!s 2008 annual meeting of stockholders, Carl Icahn was appointed to the board to
fill the seat vacated by Robert Kotick, whose resignation from the board became effective
immediately following the annual meeting, and the size of the board was expanded from 9 members to
11. The appointment of Messrs. Biondi and Chapple fills those two additional board seats.
About Yahoo!
Yahoo! Inc. is a leading global Internet brand and one of the most trafficked Internet destinations
worldwide. Yahoo! is focused on powering its communities of users, advertisers, publishers, and
developers by creating indispensable experiences built on trust. Yahoo! is headquartered in
Sunnyvale, California.
Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of Yahoo! Inc. All other
names are trademarks and/or registered trademarks of their respective owners.
Contact:
Yahoo! Inc.
Brad Williams, 408-349-7069 (Media)
bhw@yahoo-inc.com
Marta Nichols, 408-349-3527 (Investors)
mnichols@yahoo-inc.com
or
The Abernathy MacGregor Group for Yahoo! Inc.
Adam Miller, 212-371-5999 (Media)
alm@abmac.com
Winnie Lerner, 212-371-5999 (Media)
wal@abmac.com