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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): November 17, 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) |
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:
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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. |
On November 17, 2008, Yahoo! Inc. (the Company) announced that its Board of Directors has
initiated a search for a new Chief Executive Officer and that Jerry Yang intends to resign as Chief
Executive Officer upon the appointment of his successor. After stepping down as Chief Executive
Officer, Mr. Yang will return to his former role as Chief Yahoo and continue to serve on the Board
of Directors of the Company.
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Item 7.01. |
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Regulation FD Disclosure. |
On November 17, 2008, the Company issued a press release announcing Mr. Yangs intent to
resign.
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.
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Item 9.01. |
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Financial Statements and Exhibits. |
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Exhibit |
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Number |
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Description |
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99.1
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Yahoo! Inc. Press Release dated November 17, 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.
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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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Title: |
Executive Vice President, General Counsel and Secretary |
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Date: November 18, 2008
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99.1
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Yahoo! Inc. Press Release dated November 17, 2008. |
exv99w1
Exhibit 99.1
YAHOO! CONDUCTING SEARCH FOR NEW CEO
Co-Founder Jerry Yang to Step Down Following Appointment of
New CEO and Return to Former Role as Chief Yahoo! and Board Member
SUNNYVALE, California, November 17, 2008 Yahoo! Inc. (Nasdaq: YHOO) today announced that
its Board of Directors has initiated a search for a new Chief Executive Officer. Jerry Yang,
co-Founder of Yahoo!, has decided to return to his former role as Chief Yahoo! upon the appointment
of his successor as CEO, and he will also continue to serve on the Board. Yang, 40, assumed the
CEO role at the Boards request in June 2007, and he has led Yahoo! through a strategic
repositioning and transformation of its platform.
Chairman Roy Bostock, working with the independent directors and in consultation with Jerry
Yang, is leading the process of assessing potential candidates and determining finalists for
consideration. The search will encompass both internal and external candidates, and the Board has
retained Heidrick & Struggles, a leading international executive search firm, to assist in the
process.
Over the past year and a half, despite extraordinary challenges and distractions, Jerry Yang
has led the repositioning of Yahoo! on an open platform model as well as the improved alignment of
costs and revenues, said Roy Bostock. Jerry and the Board have had an ongoing dialogue about
succession timing, and we all agree that now is the right time to make the transition to a new CEO
who can take the company to the next level. We are deeply grateful to Jerry for his many
contributions as CEO over the past 18 months, and we are pleased that he plans to stay actively
involved at Yahoo! as a key executive and member of the Board.
From founding this company to guiding its growth into a trusted global brand that is
indispensible to millions of people, I have always sought to do what is best for our franchise,
said Jerry Yang. When the Board asked me to become CEO and lead the transformation of the
Company, I did so because it was important to re-envision the business for a different era to drive
more effective growth. Having set Yahoo! on a new, more open path, the time is right for me to
transition the CEO role and our global talent to a new leader. I will continue to focus on global
strategy and to do everything I can to help Yahoo! realize its full potential and enhance its
leading culture of technology and product excellence and innovation.
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. For more information, visit pressroom.yahoo.com or the companys blog, Yodel
Anecdotal.
MEDIA RELATIONS CONTACTS:
Adam Miller, Abernathy MacGregor Group
212-371-5999
alm@abmac.com
Brad Williams, Yahoo! Inc.
408-349-7069
bhw@yahoo-inc.com
INVESTOR RELATIONS CONTACT:
Marta Nichols, Yahoo! Inc.
408-349-3527
mnichols@yahoo-inc.com
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