All Things Digital

Talking to Yahoo shareholders as if they were particularly thick and surly teenagers, Yahoo Chairman Roy Bostock articulated his umpteenth defense of the board’s handling of its dealmaking with Microsoft.

“I’d like to take you back–with all the hoopla, all the publicity that has surrounded the company, I think there has been a great deal of misinformation,” said Bostock about Yahoo’s (YHOO) dealings with Microsoft (MSFT) over the last year, speaking at its annual meeting this morning.

Thanks, Roy–glad you finally cleared things up!

Actually, not so much, as his speech was more of the same of what Yahoo has been saying in defense of its rejection of Microsoft’s $31 takeover bid in February.

(Meanwhile, a Microsoftie texted me: “Stand up and scream: Liar.”)

A Microsoft spokesman said as much in an official statement, released while the meeting was still taking place: “Yahoo is attempting to rewrite history yet again with statements that are not supported by the facts.”

Maybe not, but also from Bostock on the Microsoft situation:

On Yahoo’s behavior: “Proactively engaged.”

On the board’s efforts: “Encouraged Microsoft to engage.”

On the Microsoft offer to buy Yahoo’s search: “Not compelling.”

Overall: “As we have said repeatedly, we were open to a deal with Microsoft for the whole company and search, if it made sense.”

And, best of all, about activist investor Carl Icahn, who recently dropped his proxy fight against Yahoo and is set to join the Yahoo board in mid-August: “Carl’s a smart guy, he’s a good guy, despite some of the things that have been written about him.”

Well, by Bostock mostly, in a series of nasty letters he traded with Icahn before peace was declared.

Now onto Yahoo CEO Jerry Yang and President Sue Decker!

Ah, lovely breakfast pastries of all kinds tumbling down from the tables outside the Imperial Ballroom at the San Jose Fairmont this morning at Yahoo’s annual meeting.

But, of course, no Carl Icahn and the noisy proxy fight circus that would have followed the shareholder activist here.

Which is kind of a relief, really, after a very fraught year for the troubled Internet company.

As to news that is likely to come out of the meeting, which starts at 10 a.m.?

“It’s going to be boring,” said one Yahoo PR honcho.

“We’re going for dull,” said another, sporting a purple Yahoo T-shirt, which most of the various Yahoo (YHOO) minions were wearing.

“Nothing will happen,” said another.

Actually, it sounds like a great corporate strategy for the year ahead for Yahoo: Aggressive monotony!

No news is good news!

Bore reporters into a stupor!

Well, I am sure I can come up with something.

Until then, here is my video from last year’s meeting at the much less tony Santa Clara Convention Center:

Oh dear, oilman T. Boone Pickens has apparently been Yanged.

That sounds like something that would happen out on the back 40 of a Texas ranch that no one in the clan ever discusses in polite company.

Actually, losing about $50 million is also something moneymen like Pickens don’t like to talk about either, even if he is as rich as can be.

Of course, in dumping his 10 million shares so precipitously, Pickens’s parting shot showed exactly what Yahoo’s big weakness is as the company heads into its annual meeting this Friday: an increasingly depressed stock.

Indeed, because of Pickens’s departure as an investor, Yahoo (YHOO) shares dropped just below the dangerous $20 a share level yesterday to $19.71, not far off the $19.18 price that prompted Microsoft (MSFT) to attack in February.

Yahoo shares are now just holding onto the edge at $20.05 this morning.

This is perhaps Yahoo’s biggest external problem. While the stock has shown resilience of really dipping to the mid-teens, if the shares drop that far, Pickens will look attractive compared with the kind of vulture investors who will show up to pick at Yahoo.

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Well, it will not be nearly as interesting as it would have been had activist shareholder Carl Icahn been attacking in a full-throttle proxy fight.

But Yahoo’s annual meeting on Friday will be more of a humdinger than usual (and BoomTown is all signed up to go and waiting for confirmation, after agreeing to a long fascist list of no-you-can’ts from Yahoo PR).

So many moving parts, including who, who, who will Yahoo (YHOO) and Icahn decide on for the two other board members to join besides Icahn (pictured here)?

Actually, I mostly want to know who gets to sit next to Icahn at the first board meeting. I vote Yahoo CEO Jerry Yang!

But I digress, let’s hazard a guess, shall we, of who the newbies will be?

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BoomTown was all busy trying to think of execs to replace Yahoo CEO Jerry Yang, as pressure mounts on him to right the troubled Internet company.

But now, Yang’s position feels safer than ever and it’s his nemesis–Microsoft– that needs a new leader for its long-stumbling online services business.

Microsoft (MSFT) was already cracking, according to sources, and had a wish list of internal and external candidates that CEO Steve Ballmer is now considering.

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Is Microsoft about to make another move on Yahoo? Or perhaps on AOL? Or is it just getting ready to articulate strategic plans for getting serious about the online search business on its own at its financial analysts’ tomorrow morning?

Or perhaps–and this might be the best strategy for the moment–the software giant is actually managing to stifle itself and wait to return to the playing field when things settle down a little bit.

One thing is clear: Microsoft (MSFT) has got to be plenty irked that its efforts have been vexed once again, this time by by the proxy fight settlement its one-time takeover quarry, Yahoo (YHOO), made earlier this week with activist investor Carl Icahn.

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A source close to Yahoo’s thinking emailed and declared that BoomTown was misinformed and ignorant of the insider mechanics of the high-level corporate wrangling when I suggested in a post earlier today that the settlement between Yahoo and Carl Icahn was perhaps not the time to break out the bubbly.

You know, because Yahoo’s (YHOO) stock is still moribund, morale is still low, Microsoft (MSFT) is still looming and the economy is still tanking.

Other than that, Yahoo sources wanted to let me know the Icahn truce was a win.

And that is absolutely true, technically speaking.

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Okay, a show of hands of those who don’t want to hear another word about how incompetent the other side is in the now-settled proxy fight between activist investor Carl Icahn and Yahoo.

Icahn, whom Yahoo insisted last week was unfit to even turn on a computer, now appears to be perfectly capable of leading the troubled Internet company as a board member, along with two cronies of his choosing (with Yahoo’s consent).

What’s not clear–except for removing uncertainty and noise–is exactly what this means for shareholders or how it gets Yahoo (YHOO) back on track or even how a possible deal with Microsoft is now struck.

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Could the new and improved Yahoo CEO Jerry Yang actually manage to beat back the proxy fight being waged against him by activist investor Carl Icahn?

It increasingly looks that way, with only 12 days to go until Yahoo’s annual meeting on Aug. 1.

But exactly which Yang will be running Yahoo (YHOO), if he does win, is probably the most important question shareholders need to ask.

Will it be the seemingly energetic Yang of the past two weeks, invigorated by the battle with Icahn and his new best friend and Yahoo foe, Microsoft (MSFT)?

Or will it be the other Yang?

Because for months and months now, since Microsoft waged its takeover bid on the Internet company he founded, the woe-is-me vibe emanating from Yang has been working the last nerve of anyone paying attention to the proceedings.

Given that this vibe was combined with a kind of cave dweller PR strategy of not speaking publicly–other than releasing an indignant, noncapitalized letter every now and then about the situation–some questioned Yang’s ability to gin up the kind of passion needed to bring Yahoo back from its current straits.

Even before the Microsoft parry in February, the ho-hum mood had trickled down to the troops, causing lower morale, too many departures and a general feeling–deserved or not–that Yahoo has been circling the drain for much too long under its current lackluster leadership.

And, let us not forget the drippy stock performance either.

And while BoomTown, especially, has to give both Yang and also Yahoo President Sue Decker much credit for appearing onstage at our sixth D: All Things Digital conference in May, most who saw the appearance (we posted the whole thing last week, starting here) were not blown away by the performance, considering it too enervated.

What then, do we make of the current round of pugnacious, dare-we-say, passionate, and, as it seems, pretty effective moves Yang has made this week to ward off the attacks of Icahn and Microsoft?

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In another micro-move in the fight between activist shareholders and CNET, the Delaware Supreme Court has given the thumbs-up to a lower court ruling that the Jana Partners group can nominate a slate of directors to the board of the San Francisco-based tech news and reviews site.

CNET (CNET) has been fighting these efforts by Jana–along with Sandell Asset Management, Alex Interactive Media, Spark Capital and Velocity Interactive Group–to nominate two directors and expand the board and add more of their own nominees–claiming it was contrary to its bylaws.

Apparently not!

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