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		<title>Microsoft (Inevitably) Weighs In on the Yahoo Shareholder Vote Miscount</title>
		<link>http://kara.allthingsd.com/20080806/microsoft-inevitably-weighs-in-on-the-yahoo-shareholder-vote-miscount/</link>
		<comments>http://kara.allthingsd.com/20080806/microsoft-inevitably-weighs-in-on-the-yahoo-shareholder-vote-miscount/#comments</comments>
		<pubDate>Wed, 06 Aug 2008 07:08:01 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[BoomTown]]></category>
		<category><![CDATA[Internet]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Microsoft]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[digital]]></category>
		<category><![CDATA[annual meeting]]></category>
		<category><![CDATA[board]]></category>
		<category><![CDATA[Broadside Financial Solutions]]></category>
		<category><![CDATA[Capital Research & Management]]></category>
		<category><![CDATA[Capital Research Global Investors]]></category>
		<category><![CDATA[Capital World Investors]]></category>
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		<category><![CDATA[Jerry Yang]]></category>
		<category><![CDATA[proxy]]></category>
		<category><![CDATA[Roy Bostock]]></category>
		<category><![CDATA[shareholder]]></category>
		<category><![CDATA[takeover]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2510</guid>
		<description><![CDATA[Yesterday--in a patented playbook move--some top Microsoft execs didn't miss a chance to slap around Yahoo over its shareholder vote debacle, letting it be known to industry insiders (on the very loud QT, of course) that the Internet company knew full well that its biggest investor, Capital Research &#38; Management, was going to vote a large number of shares against it.

In essence, Microsofties are arguing that knowledge of a major investor's dissatisfaction should have prompted Yahoo to question its unusually positive voting results at its annual meeting on Friday and ask the outside voting tabulator to recheck its numbers before officially releasing them.

While BoomTown is careful to consider the sources here--the collapse of Microsoft's bid for Yahoo has left quite a bit of acrimony between the pair--they actually might have a point.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/08/il38ptrp.gif"><img src="http://kara.allthingsd.com/files/2008/08/il38ptrp-300x192.gif" alt="" title="il38ptrp" width="250" height="150" class="alignright size-medium wp-image-2511" /></a></p>
<p>Yesterday&#8211;in a patented playbook move&#8211;some top Microsoft execs didn&#8217;t miss a chance to slap around Yahoo over its shareholder vote debacle, letting it be known to industry insiders (on the very loud QT, of course) that the Internet company knew full well that its biggest investor, Capital Research &#038; Management, was going to vote a large number of shares against it.</p>
<p>Thus, it was just a hop, skip and a <em>leak</em> before their sentiments got hand-delivered to the doorstep of BoomTown HQ.</p>
<p>In essence, Microsofties are arguing that knowledge of a major investor&#8217;s dissatisfaction should have prompted Yahoo (YHOO) to question its <a href="http://kara.allthingsd.com/20080801/yahoo-shareholder-vote-old-board-stays-put/">unusually positive voting results at its annual meeting on Friday</a> and ask the outside voting tabulator to recheck its numbers before officially releasing them.</p>
<p>As it turned out, the <a href="http://kara.allthingsd.com/20080805/broadridge-to-yahoo-oops-we-added-wrong-and-shareholders-like-you-lots-less/">tally by Broadside Financial Solutions</a>, an outside firm that conducts the tabulating for investors, was highly inaccurate related to the number of shares withheld by investors for particular board members.</p>
<p>As reported Friday, for example, Yahoo CEO Jerry Yang only had 14.6 percent of shareholder votes withheld, with 85.4 percent voting for him, which was better than the year before.</p>
<p>The <a href="http://kara.allthingsd.com/20080805/new-yahoo-shareholder-vote-yang-disapproval-more-than-doubles/">new results saw Yang&#8217;s disapproval more than double</a> what was previously reported, rising to 33.7 percent. </p>
<p>This huge delta was due to errors in counting the no votes from funds owned by Capital Research, which holds an overall stake of about 17 percent in Yahoo.</p>
<p>&#8220;They had to see the discrepancies,&#8221; said one source close to Microsoft&#8217;s (MSFT) thinking. &#8220;Yahoo was hoping no one would notice.&#8221;</p>
<p>While BoomTown is careful to consider the sources here&#8211;the collapse of Microsoft&#8217;s takeover bid for Yahoo has left quite a bit of acrimony between the pair&#8211;they actually might have a point.</p>
<p>Sources at Capital Research certainly agree, saying they unequivocally told Yahoo leadership that they were going to withhold a substantial number of votes from certain members of the company&#8217;s board.</p>
<p><span id="more-2510"></span></p>
<p><a href="http://kara.allthingsd.com/files/2008/08/roybostock-thumb.jpg"><img src="http://kara.allthingsd.com/files/2008/08/roybostock-thumb.jpg" alt="" title="roybostock-thumb" width="140" height="177" class="alignleft size-full wp-image-2477" /></a></p>
<p>Those targeted included Yahoo CEO Jerry Yang and Chairman Roy Bostock (pictured here), as well as several other board members. </p>
<p>&#8220;They knew our intention,&#8221; said one source at Capital, referring the many news stories about, in particular, the disgruntlement of Capital Research Global Investors fund head Gordon Crawford. &#8220;Everyone knew.&#8221;</p>
<p>Capital Research Global Investors–one of two funds separately managed at Capital Research–owns 6.5 percent of Yahoo, according to recent filings, and its Capital World Investors fund owns 9.8 percent.</p>
<p>As <a href="http://kara.allthingsd.com/20080804/yahoo-shareholder-vote-number-crunching-whither-cap-res-no-vote/">this column previously reported</a>, Capital Research&#8217;s proxy committees had recommended to its various funds that they withhold votes from Yahoo leadership.</p>
<p>But sources familiar with Yahoo&#8217;s thinking said that while the company was surprised by the better-than-expected vote last Friday announced after the meeting.</p>
<p>They noted that while opposition was a &#8220;little light,&#8221; Yahoo could not tell exactly which votes came from where.</p>
<p>Yahoo sources acknowledged that while the company was well aware of the unhappiness from Capital Research, they received no definitive communication&#8211;such as a letter&#8211;outlining its exact voting intent.</p>
<p>They also assert that Capital Research&#8217;s many custodians who handled the voting for the investment giant&#8217;s many funds made have made the voting more difficult to parse. </p>
<p>In addition, Yahoo sources said that Capital Research waited until late in the week to vote, which also added to the confusion. </p>
<p>The new correct vote did not impact the re-election of Yahoo&#8217;s current directors, although the much lower numbers for leaders like Yang and Bostock are a significant sign that they are actually operating from a much weaker position.</p>
<p>It is a weakness that a company like Microsoft, as well as other critics calling for Yang and Bostock&#8217;s ouster, could take advantage of in the coming months, especially if Yahoo stumbles in any way.</p>
<p>In any case, Yahoo was not at fault for the tabulating errors made by Broadridge, mistakes which were corrected today.</p>
<p>Sources at Yahoo said the company did not think there were problems until Capital Research called Yahoo and Broadridge about problems in the vote.</p>
<p>&#8220;We double-checked their results,&#8221; said a source close to Yahoo about the wrong numbers the company received from Broadridge Friday. &#8220;But mistakes got made.&#8221;</p>
<p>That, in fact, is the definitive understatement of this whole mess.</p>
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		<item>
		<title>New Yahoo Shareholder Vote: Yang Disapproval More Than Doubles</title>
		<link>http://kara.allthingsd.com/20080805/new-yahoo-shareholder-vote-yang-disapproval-more-than-doubles/</link>
		<comments>http://kara.allthingsd.com/20080805/new-yahoo-shareholder-vote-yang-disapproval-more-than-doubles/#comments</comments>
		<pubDate>Tue, 05 Aug 2008 21:06:24 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[Internet]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[digital]]></category>
		<category><![CDATA[board]]></category>
		<category><![CDATA[Broadridge Financial Solutions]]></category>
		<category><![CDATA[Capital Research & Management]]></category>
		<category><![CDATA[Capital Research Global Investors]]></category>
		<category><![CDATA[Chuck Callan]]></category>
		<category><![CDATA[Gordon Crawford]]></category>
		<category><![CDATA[investor]]></category>
		<category><![CDATA[Jerry Yang]]></category>
		<category><![CDATA[shareholder]]></category>
		<category><![CDATA[truncation error]]></category>
		<category><![CDATA[vote]]></category>
		<category><![CDATA[withheld]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2509</guid>
		<description><![CDATA[The vote is now in and it's not so pretty for Yahoo, as it turns out.

Broadridge Financial Solutions' corrected tabulation of the vote at the Yahoo annual meeting on Aug. 1, without the "truncation errors," came out and shareholders are actually mighty irked at Yahoo leadership.

Most glaringly, it shows Yahoo CEO Jerry Yang's disapproval more than double what was previously reported, rising from 14.6 percent votes withheld to 33.7 percent. Yahoo Chairman Roy Bostock increased from 20.5 percent withheld votes to 39.5 percent.

Yang, who has been under fire for his management of Yahoo, is likely to now endure yet another round of questioning about whether he should stay in his job in the wake of this clearly massive show of disapproval by investors.]]></description>
			<content:encoded><![CDATA[<p>The vote is <em>now</em> in and it&#8217;s not so pretty for Yahoo, as it turns out.</p>
<p>Broadridge Financial Solutions&#8217; corrected tabulation of the vote at the Yahoo annual meeting on Aug. 1, without the &#8220;truncation errors,&#8221; came out and, it seems, shareholders are actually mighty irked at Yahoo leadership.</p>
<p>Most glaringly, the new result shows Yahoo CEO Jerry Yang&#8217;s disapproval more than double what was previously reported, rising from 14.6 percent votes withheld to 33.7 percent. Yahoo Chairman Roy Bostock saw his shares withheld rise from 20.5 percent to 39.6 percent.</p>
<p><a href="http://kara.allthingsd.com/files/2008/08/jerry_yang.jpg"><img src="http://kara.allthingsd.com/files/2008/08/jerry_yang-200x300.jpg" alt="" title="jerry_yang" width="200" height="300" class="alignright size-medium wp-image-2480" /></a></p>
<p>Yang (pictured here), who has been under fire for his management of Yahoo (YHOO), is likely to now endure yet another round of questioning about whether he should stay in his job in the wake of this massive show of disapproval by investors.</p>
<p>Here is part of Yahoo&#8217;s press release, with the correct and incorrect tables below:</p>
<p><em>Yahoo! Acknowledges Tabulation Error by Broadridge</p>
<p>SUNNYVALE, Calif., August 5, 2008 – Yahoo! Inc. (Nasdaq: YHOO) was informed today by Corporate Election Services, the inspector of elections for the Yahoo! annual meeting of shareholders on August 1, 2008, that Corporate Election Services was notified this morning by Broadridge Financial Solutions, Inc., an independent voting intermediary that processes proxies on behalf of banks, brokers and institutions, of errors made by Broadridge in reporting votes at the meeting. Specifically, as Broadridge publicly disclosed earlier today, when Broadridge reported voting results for &#8220;withholds,&#8221; a truncation error occurred in reporting share numbers that exceeded eight digits.</p>
<p>The following table reflects the corrected Broadridge numbers:</p>
<p><strong>Roy Bostock</strong> (Shares For: 632,023,657/60.4%; Shares withheld 414,071,927/39.6%)   </p>
<p><strong>Ronald W. Burkle</strong> (649,373,291/62.1%; 396,722,293/37.9%)</p>
<p><strong>Eric Hippeau</strong> (948,862,579/90.7%; 97,233,005/9.3%)  </p>
<p><strong>Vyomesh Joshi</strong> (971,594,650/92.9%; 74,500,934/7.1%)   </p>
<p><strong>Arthur H. Kern</strong> (714,871,925/68.3%; 331,223,659/31.7%)  </p>
<p><strong>Robert A. Kotick</strong> (967,044,818/92.4%; 79,050,766/7.6%)</p>
<p><strong>Mary Agnes Wilderotter</strong> 964,939,727/92.2%: 81,155,857/7.8%)  </p>
<p><strong>Gary L. Wilson</strong> (756,006,576/72.3%; 290,089,008/27.7%)</p>
<p><strong>Jerry Yang</strong> (693,055,602/66.3%;353,039,982/33.7%)</p>
<p>The following table shows the original voting results certified by the inspector of elections, as previously reported:</p>
<p><strong>Roy J. Bostock</strong> (Shares for: 832,023,657/79.5%; Shares Withheld: 214,071,927/20.5%)</p>
<p><strong>Ronald W. Burkle</strong> (849,373,291/81.2%; 196,722,293/18.8%)</p>
<p><strong>Eric Hippeau</strong> (948,862,579/90.7%; 97,233,005/9.3%)</p>
<p><strong>Vyomesh Joshi</strong> (971,594,650/92.9%; 74,500,934/7.1%)</p>
<p><strong>Arthur H. Kern</strong> (814,871,925/77.9%; 231,223,659 /22.1%)</p>
<p><strong>Robert A. Kotick</strong> (967,044,818; 92.4%; 79,050,766/7.6%)</p>
<p><strong>Mary Agnes Wilderotter</strong> (964,939,727/92.2%; 81,155,857/7.8%)</p>
<p><strong>Gary L. Wilson</strong> (856,006,576/81.8%; 190,089,008/18.2%)</p>
<p><strong>Jerry Yang</strong> (893,055,602/85.4%; 153,039,982/14.6%)</em></p>
<span class="fdPrintIncludeParentsPreviousSiblings"></span><span class="fdPrintIncludeParentsChildren"></span>]]></content:encoded>
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		<slash:comments>2</slash:comments>
		</item>
		<item>
		<title>Broadridge to Yahoo: Oops, We Added Wrong (and Shareholders Like You Lots Less)!</title>
		<link>http://kara.allthingsd.com/20080805/broadridge-to-yahoo-oops-we-added-wrong-and-shareholders-like-you-lots-less/</link>
		<comments>http://kara.allthingsd.com/20080805/broadridge-to-yahoo-oops-we-added-wrong-and-shareholders-like-you-lots-less/#comments</comments>
		<pubDate>Tue, 05 Aug 2008 17:07:09 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[Internet]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[digital]]></category>
		<category><![CDATA[board]]></category>
		<category><![CDATA[Broadridge Financial Solutions]]></category>
		<category><![CDATA[Capital Research & Management]]></category>
		<category><![CDATA[Capital Research Global Investors]]></category>
		<category><![CDATA[Chuck Callan]]></category>
		<category><![CDATA[Gordon Crawford]]></category>
		<category><![CDATA[investor]]></category>
		<category><![CDATA[Jerry Yang]]></category>
		<category><![CDATA[shareholder]]></category>
		<category><![CDATA[truncation error]]></category>
		<category><![CDATA[vote]]></category>
		<category><![CDATA[withheld]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2507</guid>
		<description><![CDATA[Here's the full statement from the outside firm that tabulated Yahoo's recent shareholder vote. 

Bottom line: An underreporting of shares withheld for certain directors, which the Lake Success, N.Y., firm is calling a "truncation error."

That sounds painful.

And it is likely Yahoo CEO Jerry Yang will feel much of that pain, as sources said the shares are largely those that were withheld from him by disgruntled shareholders.

The mistake will not change the vote's overall outcome, but it will surely make Yang's no-vote tally worse.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/08/addition01-03.gif"><img src="http://kara.allthingsd.com/files/2008/08/addition01-03-300x154.gif" alt="" title="addition01-03" width="250" height="100" class="alignright size-medium wp-image-2508" /></a></p>
<p>Here&#8217;s the full statement (below) from the outside firm, Broadridge Financial Solutions, that tabulated Yahoo&#8217;s recent shareholder vote. </p>
<p>Bottom line: An underreporting of shares withheld for certain directors, which the Lake Success, N.Y., shareholder services firm is calling an &#8220;isolated incident&#8221; and also a &#8220;truncation error.&#8221;</p>
<p>That sounds painful.</p>
<p>And it is likely Yahoo CEO Jerry Yang will feel much of that pain, as sources said the shares are largely those that were withheld from him by disgruntled shareholders.</p>
<p>While the mistake will not change the vote&#8217;s overall outcome, in which all current Yahoo (YHOO) directors were re-elected, it will surely make the no-vote tally worse than first reported for many directors, and underline more clearly the increased investor disappointment directed at Yahoo leadership.</p>
<p>As reported Friday, for example, Yang only had 14.6 percent withheld, with 85.4 percent voting for him, which was better than the year before.</p>
<p>A Yahoo spokesman said the company was redoing its results, based on the new information, and would release the new numbers soon. The Internet company did not do the vote tabulation.</p>
<p>The examination of the results was prompted by an unusually positive <a href="http://kara.allthingsd.com/20080804/yahoo-shareholder-vote-number-crunching-whither-cap-res-no-vote/">Yahoo shareholder vote</a>, when it did not seem to include the withheld votes of one major Yahoo shareholder.</p>
<p>Thus, Capital Research &#038; Management asked Broadridge for a recount of its votes.</p>
<p>The problem centered on <a href="http://kara.allthingsd.com/20080801/yahoo-shareholder-vote-old-board-stays-put/">how shares were tallied in the Yahoo annual meeting</a>, specifically related to a group of votes withheld by Capital Research Global Investors.</p>
<p>That fund owns almost seven percent of Yahoo, and its head, Gordon Crawford, had recommended withholding votes from Yahoo. </p>
<p>Here is the statement from Chuck Callan, Senior Vice President Regulatory Affairs at Broadridge:</p>
<p><em>On August 4, Broadridge was notified by an investor of a potential discrepancy in a reported vote at the Yahoo Annual Meeting on August 1.</p>
<p>Upon review, it was determined that there was a truncation error in the final printout sent to the tabulator. This resulted in the underreporting of shares withheld for certain directors. </p>
<p>This error did not change the outcome of the election of directors, and was determined to be an isolated incident. </p>
<p>Broadridge has determined that the situation was unique&#8211;a truncation error occurred when shares withheld for a specific director in a specific nominee exceeded 8 digits and were reported to the tabulator in paper format. Broadridge has fixed the problem. Further, Broadridge has verified that over the past 18 months there were no other meetings with reports that included this unique combination of factors. The review is ongoing for meetings occurring before then.</p>
<p>On August 4th Broadridge notified Yahoo&#8217;s Inspector of Elections and Tabulator of the problem, and a revised report was issued on August 5th.</em></p>
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		</item>
		<item>
		<title>The Yahoo Shareholder Vote: Like Florida, Except More Confusing!</title>
		<link>http://kara.allthingsd.com/20080805/the-yahoo-shareholder-vote-like-florida-except-more-confusing/</link>
		<comments>http://kara.allthingsd.com/20080805/the-yahoo-shareholder-vote-like-florida-except-more-confusing/#comments</comments>
		<pubDate>Tue, 05 Aug 2008 13:50:33 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[BoomTown]]></category>
		<category><![CDATA[Internet]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[digital]]></category>
		<category><![CDATA[annual meeting]]></category>
		<category><![CDATA[ballot]]></category>
		<category><![CDATA[board]]></category>
		<category><![CDATA[Broadridge Financial Solutions]]></category>
		<category><![CDATA[Capital Research & Management]]></category>
		<category><![CDATA[Capital Research Global Investors]]></category>
		<category><![CDATA[Capital World Investors]]></category>
		<category><![CDATA[Carl Icahn]]></category>
		<category><![CDATA[China]]></category>
		<category><![CDATA[Florida]]></category>
		<category><![CDATA[Gordon Crawford]]></category>
		<category><![CDATA[investor]]></category>
		<category><![CDATA[Jerry Yang]]></category>
		<category><![CDATA[Katherine Harris]]></category>
		<category><![CDATA[Olympics]]></category>
		<category><![CDATA[proxy fight]]></category>
		<category><![CDATA[recount]]></category>
		<category><![CDATA[shareholder]]></category>
		<category><![CDATA[vote]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2503</guid>
		<description><![CDATA[All Yahoo needs now is for former Florida Secretary of State Katherine Harris to show up and start recounting votes.

It could happen, given all the crazy characters who have been drawn to the much-beleaguered Internet company like a magnet, in 2008.

It's almost as if there is a voodoo curse on Yahoo and, so, you didn't think the digital gods would let it have more than one weekend of good news, did you?

No, they will not, it seems.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/08/harris_katherine_r.jpg"><img src="http://kara.allthingsd.com/files/2008/08/harris_katherine_r-206x300.jpg" alt="" title="harris_katherine_r" width="206" height="300" class="alignright size-medium wp-image-2505" /></a></p>
<p>All Yahoo needs now is for former Florida Secretary of State Katherine Harris to show up and start recounting votes.</p>
<p>It could happen, given all the crazy characters who have been drawn to the much-beleaguered Internet company like a magnet, in 2008.</p>
<p>It&#8217;s almost as if there is a voodoo curse on Yahoo (YHOO).</p>
<p>So, you didn&#8217;t think the digital gods would let it have more than one weekend of good news, did you?</p>
<p>No, they will not, it seems.</p>
<p>After the annual meeting last Friday, which went off without a hitch and, more importantly, without an expected major shareholder vote against the company&#8217;s management and board, you could feel a palpable easing of tension among Yahoo leadership and its exhausted PR team.</p>
<p>By Monday, the <a href="http://kara.allthingsd.com/20080804/yahoo-shareholder-vote-number-crunching-whither-cap-res-no-vote/">Yahoo shareholder kerfuffle</a>&#8211;in essence, one major shareholder of Yahoo has asked for its outside tabulator of investor votes at the annual meeting for a recount&#8211;had landed with a thud.</p>
<p><span id="more-2503"></span></p>
<p>The problem is <a href="http://kara.allthingsd.com/20080801/yahoo-shareholder-vote-old-board-stays-put/">how shares were tallied in the Yahoo annual meeting</a>, specifically around whether a group of votes withheld by Capital Research Global Investors was not counted, counted incorrectly or even voted incorrectly by the investor.</p>
<p>Parent company Capital Research &#038; Management confirmed that it had asked Broadridge Financial Solutions, a Lake Success, N.Y.-based financial services company that does securities clearing and processing, to investigate whether those votes were correctly counted on behalf of its Capital Research Global Investors fund.</p>
<p>Capital Research Global Investors–one of two funds separately managed at Capital Research &#038; Management–owns 6.5 percent of Yahoo, according to recent filings, and Capital World Investors owns 9.8 percent.</p>
<p><a href="http://kara.allthingsd.com/files/2008/07/crawford.jpg"><img src="http://kara.allthingsd.com/files/2008/07/crawford.jpg" alt="" title="crawford" width="171" height="213" class="alignleft size-medium wp-image-2287" /></a></p>
<p>Capital Research Global Investors is run by legendary media investor Gordon Crawford (pictured here), who has become disenchanted with Yahoo over the last year.</p>
<p>Because of that, sources close to the fund&#8217;s thinking said Crawford had recommended that the fund withhold votes from CEO Jerry Yang and some other board members. </p>
<p>It&#8217;s not clear whether that actually happened or, if it did, whether the votes were tallied properly.</p>
<p>That&#8217;s because Yang, for example, only had 14.6 percent withheld, with 85.4 percent voting for him.</p>
<p>The votes withheld seemed low to Capital, considering Crawford&#8217;s large stake and how many shareholders have been deeply unhappy with Yahoo management this year. </p>
<p>Instead, overall results for Yang and the Yahoo board were mostly better than last year.</p>
<p>Everyone is investigating, of course&#8211;from Capital Research to Broadridge to Yahoo, which does not do its own tabulation, although it has hired an outside proxy solicitor to manage the process&#8211;to try to find out what&#8217;s what.</p>
<p>It is likely there&#8217;s a nonsinister reason for the voting results.</p>
<p>And there might be a lot of possible explanations, but I am partial to blaming the confusion that followed after activist investor Carl Icahn pulled his proxy fight a week before the meeting and made nice with Yahoo.</p>
<p>Unfortunately, Icahn&#8217;s golden proxy ballot was already in the hands of investors, many of whom might have voted for it and then had that vote essentially voided.</p>
<p>Wrote one BoomTown reader and Yahoo shareholder:</p>
<p>&#8220;I hold 23,000 shares of YHOO. I had 17,000 on the date of record. I voted to &#8216;withhold all&#8217; &#8230; I think twice. Then I voted for all of Carl&#8217;s team. Now I have learned that the Carl votes did not count and a day AFTER the annual meeting I received my new ballot. I wonder how many other people were disenfranchised??? Who can I complain to?? Is this how Jerry got his support??&#8221;</p>
<p>Another commenter on the site also wrote:</p>
<p>&#8220;As a stockholder, I was curious *which* of my proxy letters actually was counted&#8211;I received four. One was from Icahn, the other three were from Yahoo. The last of which arrived today, August 4th. Does this strike anyone as odd?&#8221;</p>
<p><a href="http://kara.allthingsd.com/files/2008/08/the-x-files-i-want-to-believe-20080528072713396_640w.jpg"><img src="http://kara.allthingsd.com/files/2008/08/the-x-files-i-want-to-believe-20080528072713396_640w.jpg" alt="" title="the-x-files-i-want-to-believe-20080528072713396_640w" width="380" height="260" class="aligncenter size-full wp-image-2506" /></a></p>
<p>Actually, Yahoo&#8217;s twisting journey passed odd a long time ago and is now headed toward &#8220;The X-Files&#8221; territory.</p>
<p>(So let&#8217;s all triple-hope Yang&#8217;s upcoming trip to China for the Olympics goes smoothly. Have a good time, Jerry, we&#8217;ll be back here counting!)</p>
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		<title>Yahoo Shareholder Vote Number-Crunching&#8211;Whither Cap Re's No Vote?</title>
		<link>http://kara.allthingsd.com/20080804/yahoo-shareholder-vote-number-crunching-whither-cap-res-no-vote/</link>
		<comments>http://kara.allthingsd.com/20080804/yahoo-shareholder-vote-number-crunching-whither-cap-res-no-vote/#comments</comments>
		<pubDate>Mon, 04 Aug 2008 21:39:26 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[BoomTown]]></category>
		<category><![CDATA[Internet]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[digital]]></category>
		<category><![CDATA[annual meeting]]></category>
		<category><![CDATA[Arthur H. Kern]]></category>
		<category><![CDATA[Broadridge Financial Solutions]]></category>
		<category><![CDATA[Capital Research & Management]]></category>
		<category><![CDATA[Capital Research Global Investors]]></category>
		<category><![CDATA[Capital World Investors]]></category>
		<category><![CDATA[Carl Icahn]]></category>
		<category><![CDATA[Eric Hippeau]]></category>
		<category><![CDATA[Gary L. Wilson]]></category>
		<category><![CDATA[Gordon Crawford]]></category>
		<category><![CDATA[hanging chad]]></category>
		<category><![CDATA[investor]]></category>
		<category><![CDATA[Jerry Yang]]></category>
		<category><![CDATA[Lake Success]]></category>
		<category><![CDATA[MacKenzie Partners]]></category>
		<category><![CDATA[Mary Agnes Wilderotter]]></category>
		<category><![CDATA[proxy fight]]></category>
		<category><![CDATA[Robert A. Kotick]]></category>
		<category><![CDATA[Ronald W. Burkle]]></category>
		<category><![CDATA[Roy Bostock]]></category>
		<category><![CDATA[shareholder]]></category>
		<category><![CDATA[vote]]></category>
		<category><![CDATA[Vyomesh Joshi]]></category>
		<category><![CDATA[yahoo-microsoft-feature]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2497</guid>
		<description><![CDATA[There is a mini-tempest brewing over how shares were tallied in the Yahoo annual meeting last Friday, specifically around whether a group of votes withheld by one of Yahoo's major shareholders was not counted, counted incorrectly or even voted incorrectly by the investor.

According to sources close to the thinking at Capital Research &#38; Management, the proxy committees for its two large funds that hold a significant stake in Yahoo recommended last week that they withhold votes specifically from CEO Jerry Yang and from various board members, such as Chairman Roy Bostock, to register disappointment with their performance.

Thus, sources said, the investment fund has approached outside vote tabulator Broadridge Financial Solutions, a Lake Success, N.Y.-based financial services company that does securities clearing and processing, about whether those votes were correctly counted.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/08/chadhang1.jpg"><img src="http://kara.allthingsd.com/files/2008/08/chadhang1-300x257.jpg" alt="" title="chadhang1" width="250" height="200" class="alignright size-medium wp-image-2498" /></a></p>
<p>There is a mini-tempest brewing over <a href="http://kara.allthingsd.com/20080801/yahoo-shareholder-vote-old-board-stays-put/">how shares were tallied in the Yahoo annual meeting</a> last Friday, specifically around whether a group of votes withheld by one of Yahoo&#8217;s major shareholders was not counted, counted incorrectly or even voted incorrectly by the investor.</p>
<p>According to sources close to the thinking at Capital Research &#038; Management, the proxy committees for its two large funds that hold a significant stake in Yahoo (YHOO) recommended last week that they withhold votes specifically from CEO Jerry Yang and from various board members, such as Chairman Roy Bostock, to register disappointment with their performance.</p>
<p>Thus, the investment fund confirmed it had approached outside vote tabulator Broadridge Financial Solutions, a Lake Success, N.Y.-based financial services company that does securities clearing and processing, to investigate whether those votes were correctly counted on behalf of its Capital Research Global Investors fund.</p>
<p>Capital Research Global Investors–one of two funds separately managed at Capital Research &#038; Management–owns 6.5 percent of Yahoo, according to recent filings, and Capital World Investors owns 9.8 percent.</p>
<p><span id="more-2497"></span></p>
<p>Capital Research Global Investors&#8217; investor Gordon Crawford has been vocal about his disappointment with Yang and the board at Yahoo.</p>
<p>And sources close to the fund&#8217;s thinking said Crawford recommended that it withhold votes from Yang and some other board members. </p>
<p>Capital World Investors has been less critical of Yahoo, but sources said it was also leaning toward voting at least some of its stake against the company&#8217;s leadership.</p>
<p>But Yang, for example, only had 14.6 percent withheld, with 85.4 percent voting for him. Bostock fared worse, grabbing only 79.5 percent of the yes vote, with 20.5 percent withheld.</p>
<p>That would mean, assuming a large part of Capital Research&#8217;s votes to withhold were counted, that only a few other investors voted against Yahoo.</p>
<p>This is highly unusual in a year when many shareholders have been deeply unhappy with its management. </p>
<p>But, in fact, overall results for both Yang and Bostock were actually better than last year.</p>
<p>I called Broadridge for comment and am awaiting a response.</p>
<p>Yahoo does not do its own tabulation, which must be done by a third party, although it has hired MacKenzie Partners as a proxy solicitor to manage the process.</p>
<p>Said a spokesman in response to my inquiry about the situation:</p>
<p>&#8220;The independent inspector of elections certified the results of the election and Yahoo! accurately announced those results. Yahoo! did not participate in the execution of the votes and was not a party to any errors which may have been made either by a voting institution or a proxy processing intermediary acting on behalf of banks, brokers and institutions.&#8221;</p>
<p>While the recommendations of the proxy committees at Capital Research are apparently not binding on some individual directors of smaller funds that make up the larger ones, they typically follow along with the overall decision from the top.</p>
<p>They might not have in this case, of course, or they might not have voted the shares at all, although it is also possible they could have voted incorrectly or that the votes were not tallied properly.</p>
<p><em>This is better than a hanging chad!</em></p>
<p>Another unusual issue around the voting: The amazing drop in the number of shares that were voted at all.</p>
<p>In 2008&#8217;s shareholder tally (see below for individual director numbers), only 75.8 percent, or 1,046,095,584 out of 1,381,008,701 possible share votes, were cast.</p>
<p>There were 1,205,435,371 votes cast in 2007 and 1,276,175,601 in 2006, a much higher percentage of overall votes.</p>
<p>Sources at Yahoo speculated that this could be due to the fact that most investors vote automatically in an uncontested election and were waiting for an outcome in the proxy fight between activist investor Carl Icahn and Yahoo.</p>
<p>After that issue was settled right before the annual meeting, though, some investors might not have even bothered to vote. </p>
<p>More to come, but here are the <a href="http://yhoo.client.shareholder.com/ReleaseDetail.cfm?&#038;ReleaseID=325936">pertinent stats on the Yahoo vote</a> as of Friday:</p>
<p><strong>Roy J. Bostock</strong> (Shares for: 832,023,657/79.5 %; Shares Withheld: 214,071,927/20.5%)</p>
<p><strong>Ronald W. Burkle</strong> (849,373,291/81.2%; 196,722,293/18.8%)</p>
<p><strong>Eric Hippeau</strong> (948,862,579/90.7%; 97,233,005/9.3%)</p>
<p><strong>Vyomesh Joshi</strong> (971,594,650/92.9%; 74,500,934/7.1%)</p>
<p><strong>Arthur H. Kern</strong> (814,871,925/77.9%; 231,223,659 /22.1%)</p>
<p><strong>Robert A. Kotick</strong> (967,044,818; 92.4%; 79,050,766/7.6%)</p>
<p><strong>Mary Agnes Wilderotter</strong> (964,939,727/92.2%; 81,155,857/7.8%)</p>
<p><strong>Gary L. Wilson</strong> (856,006,576/81.8%; 190,089,008/18.2%)</p>
<p><strong>Jerry Yang</strong> (893,055,602/85.4%; 153,039,982/14.6%)</p>
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		<title>Yahoo Annual Meeting Countdown (3 Days to Go!): Jerry's Staying Put!</title>
		<link>http://kara.allthingsd.com/20080729/yahoo-annual-meeting-countdown-3-days-to-go-jerrys-staying-put/</link>
		<comments>http://kara.allthingsd.com/20080729/yahoo-annual-meeting-countdown-3-days-to-go-jerrys-staying-put/#comments</comments>
		<pubDate>Tue, 29 Jul 2008 08:16:09 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[BoomTown]]></category>
		<category><![CDATA[Google]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[AOL]]></category>
		<category><![CDATA[Capital Research & Management]]></category>
		<category><![CDATA[Capital Research Global Investors]]></category>
		<category><![CDATA[Carl Icahn]]></category>
		<category><![CDATA[Gordon Crawford]]></category>
		<category><![CDATA[Jerry Yang]]></category>
		<category><![CDATA[Jon Miller]]></category>
		<category><![CDATA[Terry Semel]]></category>
		<category><![CDATA[Tim Armstrong]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2448</guid>
		<description><![CDATA[It is not exactly news that influential major Yahoo investor Gordon Crawford was displeased with Yahoo CEO Jerry Yang, given the amount of money Crawford must have lost by now, backing the troubled Internet company. 

What effect that will have on Yang, though, will probably be negligible--except for perhaps feeling badly, as he has great regard for Crawford--because I think he has never been more determined to stay put.

In fact, I predict a series of partnerships and high-profile announcements--starting this week ahead of the annual meeting--to give Yahoo and Yang an image of momentum he dearly needs.]]></description>
			<content:encoded><![CDATA[<p><a href="http://kara.allthingsd.com/files/2008/07/crawford1.jpg"><img src="http://kara.allthingsd.com/files/2008/07/crawford1.jpg" alt="" title="crawford1" width="150" height="175" class="alignright size-medium wp-image-2449" /></a></p>
<p>It is not exactly news that influential major Yahoo investor Gordon Crawford (pictured here) was displeased with Yahoo CEO Jerry Yang, given the amount of money Crawford must have lost by now, backing the troubled Internet company. </p>
<p>While BoomTown <a href="http://kara.allthingsd.com/20080723/when-will-microsoft-bust-another-move/">referenced it in a more veiled way last week</a>, the New York Post yesterday reported that <a href="http://digitaldaily.allthingsd.com/20080728/yahoos-ugly-august/">the Capital Research Global Investors honcho was considering withholding votes from Yang and others on its current board at Yahoo&#8217;s annual meeting Friday</a> to show his unhappiness publicly.</p>
<p>More to the point, I would assume the move is to perhaps prompt others to ponder whether Yang should remain in his current job for much longer.</p>
<p>What effect that will have on Yang, though, will probably be negligible&#8211;except for perhaps feeling badly, as he has great regard for Crawford&#8211;because I think he has never been more determined to stay put.</p>
<p>In fact, I predict a series of partnerships and high-profile announcements&#8211;starting this week ahead of the annual meeting&#8211;to give Yahoo and Yang the image of momentum they dearly need.</p>
<p><span id="more-2448"></span></p>
<p>While many kibitz over Yang&#8217;s fate and wonder who activist investor Carl Icahn is dreaming of replacing him with once he gets on board (AOL&#8217;s Jon Miller? Google&#8217;s Tim Armstrong?) at the company, I think Yang is aiming at finally getting the chance to prove he can run Yahoo without the <em>Sturm and Drang</em> of a hostile takeover hanging over him.</p>
<p><a href="http://kara.allthingsd.com/files/2008/07/jerryyang-788356.jpg"><img src="http://kara.allthingsd.com/files/2008/07/jerryyang-788356-300x201.jpg" alt="" title="jerryyang-788356" width="150" height="100" class="alignleft size-medium wp-image-2450" /></a></p>
<p>Yang (pictured here) clearly thinks he deserves more time to turn around Yahoo&#8217;s core businesses and improve employee morale.</p>
<p>And he will probably get it, if he wants to stay, because there is actually no one who can effectively oust him, until, that is, Yahoo (YHOO) stock drops to the mid-teens based on troublesome future financial signals.</p>
<p>That could come if the Google (GOOG) search-ad outsourcing deal does not pan out as well as expected, for example, especially in the current economic downturn, or if Yang cannot hang onto the talent he has left to work with.</p>
<p>But all these chickens, should they come home to roost, are at least six to nine months away, the same amount of time Yang has been caught in Yahoo&#8217;s current Twilight Zone of mess.</p>
<p>Of course, due to all that, Yang&#8217;s tenure has been particularly rocky, almost since he took over in a rush from former CEO Terry Semel.</p>
<p>It was at <a href="http://kara.allthingsd.com/20070613/i-went-to-yahoos-annual-meeting-and-all-i-got-were-these-purple-balloons/">last year&#8217;s board meeting</a> on June 12 that Yang told those assembled that he had no interest in filling the then-open CTO slot, even jokingly saying he preferred to play golf.</p>
<p>Of course, he was in the CEO seat within a week, part of some still-mysterious moves that got Semel out and Yang in. </p>
<p>Does it feel like 134 years since then, or is it just me?</p>
<p><a href="http://kara.allthingsd.com/files/2008/07/image.jpeg"><img src="http://kara.allthingsd.com/files/2008/07/image-222x300.jpg" alt="" title="image" width="175" height="250" class="alignright size-medium wp-image-2451" /></a></p>
<p>It certainly must feel like a long time to Yang, although he seems only to have gotten more emboldened throughout this whole circus, made up largely of what feels like an endless series of freak acts.</p>
<p>Such hijinks are a nightmare to mannered investors like Crawford, who frowns on such behavior from all sides and tries to convince the leadership of companies he invests in to act with more realism and less emotion. </p>
<p>Too bad the Yahoo situation has been a soap opera from the start, which is definitely not what Crawford likes. </p>
<p>I wrote about <a href="http://kara.allthingsd.com/20080707/major-yahoo-investor-leans-toward-backing-carl-icahn-too/">the troubled relationship between Crawford and Yahoo</a> when the threat of a proxy fight by Icahn was still looming.</p>
<p>Sources then told me that Crawford was considering backing Icahn, who is not exactly his first choice. But his dissatisfaction with Yahoo leadership was by then running very deep.</p>
<p>I also posted, for Yang&#8217;s benefit, an <a href="http://kara.allthingsd.com/20080506/a-history-lesson-for-jerry-yang-it-sticks-in-my-crawford/">excerpt from my second book</a> about how the normally polite, erudite and calm Crawford had finally had enough with AOL Time Warner&#8217;s (TWX) Steve Case and helped give him the heave-ho many years ago.</p>
<p>Crawford&#8217;s Capital Research Global Investors fund&#8211;one of two separately managed at Capital Research &#038; Management–owns 6.5 percent of Yahoo, according to recent filings. (Capital World Investors, which is not run by Crawford, owns 9.8 percent.)</p>
<p>Thus, when he wants to, Crawford can wield a mighty cudgel&#8211;and a vote of &#8220;no confidence&#8221; by withholding votes, especially such a big stake, would clearly look bad for Yang, even if it were largely a symbolic move.</p>
<p>But bad does not mean fatal, and it could be, once again, that Yang will live to fight yet another day.</p>
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		<title>Yahoo Players Burkle, Icahn, Crawford and Also the Web Make Some News (Some, Not So Good)</title>
		<link>http://kara.allthingsd.com/20080604/yahoo-players-burkle-icahn-crawford-and-also-the-web-make-some-news-some-not-so-good/</link>
		<comments>http://kara.allthingsd.com/20080604/yahoo-players-burkle-icahn-crawford-and-also-the-web-make-some-news-some-not-so-good/#comments</comments>
		<pubDate>Wed, 04 Jun 2008 13:06:10 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[BoomTown]]></category>
		<category><![CDATA[Internet]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Microsoft]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[digital]]></category>
		<category><![CDATA[video]]></category>
		<category><![CDATA[Adobe Systems]]></category>
		<category><![CDATA[Angelina Jolie]]></category>
		<category><![CDATA[Bill Clinton]]></category>
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		<category><![CDATA[Carl Icahn]]></category>
		<category><![CDATA[Goldman Sachs]]></category>
		<category><![CDATA[Gordon Crawford]]></category>
		<category><![CDATA[Intel Capital]]></category>
		<category><![CDATA[Jonathan Dolgen]]></category>
		<category><![CDATA[lawsuit]]></category>
		<category><![CDATA[magazine]]></category>
		<category><![CDATA[Michael Eisner]]></category>
		<category><![CDATA[proxy]]></category>
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		<category><![CDATA[Shelter Capital]]></category>
		<category><![CDATA[Spark Capital]]></category>
		<category><![CDATA[takeover]]></category>
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		<category><![CDATA[Todd Purdum]]></category>
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		<category><![CDATA[Vanity Fair]]></category>
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		<guid isPermaLink="false">http://kara.allthingsd.com/20080604/yahoo-players-burkle-icahn-crawford-and-also-the-web-make-some-news-some-not-so-good/</guid>
		<description><![CDATA[You would have to have been under a rock not to have heard about the controversial piece in Vanity Fair magazine this month about the troubling personal and professional escapades of former President Bill Clinton since he left office.

And the reason for these disturbing developments, besides Clinton himself? The piece actually placed a good bit of the blame on Clinton's close friend, grocery magnate and billionaire Ron Burkle, who also has been one of the key directors at Yahoo in its takeover fight with Microsoft.]]></description>
			<content:encoded><![CDATA[<p>You would have to have been under a rock not to have heard about the controversial piece in Vanity Fair magazine this month about the escapades of former President Bill Clinton since he left office.</p>
<p>Called <a href="http://www.vanityfair.com/politics/features/2008/07/clinton200807">&#8220;The Comeback Id&#8221;</a> (oh, how <em>pun-ny</em>!), the article has gotten a lot of attention for pointing out the rampant speculation that Clinton&#8217;s well-known penchant for marital infidelity had returned.</p>
<p><img src='http://kara.allthingsd.com/files/2008/01/ron_burkle_thumb.jpg' alt='ronburkle' /></p>
<p>And the reason for that disturbing development, besides Clinton himself? The piece actually placed a good bit of the blame on Clinton&#8217;s close friend, grocery magnate and billionaire Ron Burkle (pictured here), who also has been one of the key directors at Yahoo (YHOO) in its takeover fight with Microsoft (MSFT).</p>
<p>It&#8217;s a wonder Burkle can focus on the turmoil at Yahoo, given how busy he appears to be in the article corrupting Clinton both personally and&#8211;worse&#8211;professionally, via some questionable investments the pair had made through Burkle&#8217;s Yucaipa Companies.</p>
<p>Writer Todd Purdum paints a decidedly unattractive picture of Burkle, noting even the tasteless nickname of Burkle&#8217;s plane these days, in a portrayal so rough that Yahoo CEO Jerry Yang&#8217;s tough treatment by the press recently looks like a walk in the park.</p>
<p><img src='http://kara.allthingsd.com/files/2008/06/ob-bo139_msyaho_20080603143450.jpg' alt='carlicahn' class='alignleft' /></p>
<p>Well, almost.</p>
<p>In what amounts to a rant by Carl Icahn (pictured here), <a href="http://online.wsj.com/article/SB121251736489942015.html?mod=hps_us_whats_news">The Wall Street Journal gives the billionaire investor lots of room to kvetch</a> about what he thinks of Yang, including asserting that he will oust the Yahoo founder if he wins his proxy fight against the company.</p>
<p>&#8220;I am amazed at the lengths that Jerry Yang and the board went to entrench themselves in this situation,&#8221; said Icahn.</p>
<p>Apparently, Icahn was the only one who didn&#8217;t get the memo that Yahoo has been consistently obstreperous about Microsoft&#8217;s many overtures, since&#8211;well, let&#8217;s do the exact calculations&#8211;<em>forever</em>. And a day.</p>
<p>Still, Icahn perseveres and hangs this old entrenched management chestnut on a lawsuit that was recently filed by shareholders that points to the <a href="http://kara.allthingsd.com/20080219/retaining-yahoo-talent-enhanced-severance/">massive and costly severance plan</a> Yahoo sneakily put into place as a ploy to fend off Microsoft.</p>
<p>&#8220;It&#8217;s no longer a mystery to me why Microsoft&#8217;s offer isn&#8217;t around,&#8221; Icahn said. &#8220;How can Yahoo keep saying they&#8217;re willing to negotiate and sell the company on the one hand, while at the same time they&#8217;re completely sabotaging the process without telling anyone.&#8221;</p>
<p>How? By Yang opening his mouth, that&#8217;s how, and then doing nothing much.</p>
<p>As a student of this lugubrious style of Olympic dithering, I would point Icahn to Yang&#8217;s <a href="http://kara.allthingsd.com/20071025/day-100/">100-day Sacred Cow VisionQuest</a>, well before this soap opera got started.</p>
<p>You need to catch up pronto, Carl!</p>
<p><img src='http://kara.allthingsd.com/files/2008/05/crawford.jpg' alt='gordoncrawford' /></p>
<p>And speaking of people irked by Yang of late, investor Gordon Crawford (pictured here) also made some news yesterday with his investment in Veoh Networks, part of a $30 million round that included Intel Capital and Adobe Systems (ADBE).</p>
<p>Existing investors in the not-YouTube video service&#8211;Shelter Capital, Spark Capital, Goldman Sachs (GS), Michael Eisner’s Tornante Company, Time Warner Investments (TWX) and Jonathan Dolgen&#8211;also ponied up more money.</p>
<p>Crawford, the SVP of Capital Research Global Investors, manages a massive portfolio, and it is one of Yahoo&#8217;s biggest shareholders.</p>
<p>And, unlike Veoh, Yahoo is an investment <a href="http://kara.allthingsd.com/20080506/a-history-lesson-for-jerry-yang-it-sticks-in-my-crawford/">Crawford has not been happy with recently</a>.</p>
<p>&#8220;I am extremely angry at Jerry Yang and at the so-called independent board,&#8221; he said in an interview a month ago. &#8220;I&#8217;m hoping that there is such an outpouring of outrage that the board is embarrassed into revisiting this thing, but I&#8217;m not optimistic about that.&#8221;</p>
<p>And by independent board, by the way, he meant directors like&#8211;you guessed it&#8211;Ron Burkle!</p>
<p>At least Burkle&#8217;s not to blame for the so-so, lots-and-lots-missing&#8211;<em>Google? What Google? (GOOG)</em>&#8211;piece in the same Vanity Fair issue, an oral history of the Internet.</p>
<p>Called <a href="http://www.vanityfair.com/culture/features/2008/07/internet200807">&#8220;How the Web Was Won,&#8221;</a> it makes the founding of the world&#8217;s most important medium seem awfully dull.</p>
<p><img src='http://kara.allthingsd.com/files/2008/06/cover_vanityfair_146_053008.jpg' alt='vfjolie' class='alignleft' /></p>
<p>I&#8217;d recommend instead&#8211;as any sentient being would&#8211;the <a href="http://www.vanityfair.com/culture/features/2008/07/jolie200807">cover story on Angelina Jolie</a>, with this sharp quote from her: &#8220;In my father&#8217;s generation, the product was 80% of what you were putting into the world, and your personal life was 20%. It now seems that 80% of the product I put out is silly, made-up stories and what I&#8217;m wearing.&#8221;</p>
<p>Or not wearing, in the case of the pictures of Jolie in this article. </p>
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		<title>A History Lesson for Jerry Yang: It Sticks in My Craw(ford)</title>
		<link>http://kara.allthingsd.com/20080506/a-history-lesson-for-jerry-yang-it-sticks-in-my-crawford/</link>
		<comments>http://kara.allthingsd.com/20080506/a-history-lesson-for-jerry-yang-it-sticks-in-my-crawford/#comments</comments>
		<pubDate>Tue, 06 May 2008 09:34:41 +0000</pubDate>
		<dc:creator>Kara Swisher</dc:creator>
				<category><![CDATA[BoomTown]]></category>
		<category><![CDATA[Internet]]></category>
		<category><![CDATA[Kara Swisher]]></category>
		<category><![CDATA[Microsoft]]></category>
		<category><![CDATA[Yahoo]]></category>
		<category><![CDATA[digital]]></category>
		<category><![CDATA[AOL]]></category>
		<category><![CDATA[AOL Time Warner]]></category>
		<category><![CDATA[Bob Pittman]]></category>
		<category><![CDATA[Capital Research & Management]]></category>
		<category><![CDATA[Capital Research Global Investors]]></category>
		<category><![CDATA[David Siminoff]]></category>
		<category><![CDATA[Dick Parsons]]></category>
		<category><![CDATA[Donn Davis]]></category>
		<category><![CDATA[Gordon Crawford]]></category>
		<category><![CDATA[Jerry Yang]]></category>
		<category><![CDATA[John Malone]]></category>
		<category><![CDATA[Mike Kelly]]></category>
		<category><![CDATA[Steve Case]]></category>
		<category><![CDATA[takeover]]></category>
		<category><![CDATA[Ted Turner]]></category>
		<category><![CDATA[Warner Bros.]]></category>
		<category><![CDATA[Wayne Pace]]></category>

		<guid isPermaLink="false">http://kara.allthingsd.com/20080506/a-history-lesson-for-jerry-yang-it-sticks-in-my-crawford/</guid>
		<description><![CDATA[Yesterday, the powerful portfolio manager at Yahoo's largest investor, Gordon Crawford of Capital Research Global Investors, a division of Capital Research &#38; Management Co., made some very public and very harsh remarks directed at Yahoo CEO Jerry Yang for blowing the Microsoft deal.]]></description>
			<content:encoded><![CDATA[<p><img src='http://kara.allthingsd.com/files/2008/05/crawford.jpg' alt='gordoncrawford' class="alignleft"/></p>
<p>Yesterday, the powerful portfolio manager at Yahoo&#8217;s largest investor, Gordon Crawford (pictured here) of Capital Research Global Investors, a division of Capital Research &#038; Management Co., made some very public and very harsh remarks directed at Yahoo (YHOO) CEO Jerry Yang for blowing the Microsoft (MSFT) deal.</p>
<p>All told, between two funds, Capital Research owns 16% of Yahoo. The fund run by Crawford, a legendary money manager and media power broker, holds 6% of that total. No surprise, then, that those funds took a big hit yesterday after the Microsoft takeover bid for Yahoo collapsed.</p>
<p><img src='http://kara.allthingsd.com/files/2008/05/jerryyang-788356.jpg' width='190' height='156' alt='yangyahoo' /></p>
<p>So a lot of people paid attention yesterday when Crawford, in a <a href="http://online.wsj.com/article_email/SB120999265277067343-lMyQjAxMDI4MDA5NTkwOTUyWj.html">high-profile interview with The Wall Street Journal</a>, laid into Yang (pictured here) in such an in-your-face manner.</p>
<p>Said Crawford: &#8220;I&#8217;m extremely disappointed in Jerry Yang. I think he overplayed a weak hand.&#8221;</p>
<p>Crawford was <a href="http://www.nytimes.com/2008/05/06/technology/06yang.html?partner=rssuserland&#038;emc=rss&#038;pagewanted=all">fuming even more to the New York Times</a> yesterday:</p>
<p>&#8220;I am extremely angry at Jerry Yang and at the so-called independent board. &#8230; I&#8217;m hoping that there is such an outpouring of outrage that the board is embarrassed into revisiting this thing, but I&#8217;m not optimistic about that.&#8221;</p>
<p><em>Uh-oh,</em> because BoomTown has seen this story before.</p>
<p><img src='http://kara.allthingsd.com/files/2008/05/aol_steve_case_660.jpg' width='190' height='200' alt='stevecase' class='alignleft'/></p>
<p>It was back in 2002 and the exec under Crawford&#8217;s withering gaze then was former AOL Time Warner (TWX) Chairman Steve Case (pictured here).</p>
<p>Jerry Yang might want to take notes, as the situations are a little too familiar to ignore.</p>
<p>Thus, here is a longish excerpt from my book, &#8220;<a href="http://www.amazon.com/There-Must-Pony-Here-Somewhere/dp/1400049636">There Must Be a Pony In Here Somewhere</a>,&#8221; which shows just how active and relentless Crawford can be as an investor when he gets irked by execs who disappoint him:</p>
<p><img src='http://kara.allthingsd.com/files/2008/05/swisher.jpg' alt='pony' /></p>
<p><em>Gordon Crawford was still very, very angry.</p>
<p>Still piqued over the deteriorating situation at AOL Time Warner, he was now annoyed at himself too.</p>
<p>After laying into AOL Time Warner CFO Wayne Pace in early 2002 over what he perceived was dissembling by COO Bob Pittman and former CFO Mike Kelly in 2001, the powerful media investor at Capital Research and Management had decided over the spring to continue investing in the company. </p>
<p>He had visited the online unit and been heartened that executives were hard at work on a solution, even as the other divisions of the company were excelling and new CEO Dick Parsons had boosted morale.</p>
<p>Crawford calculated that the stock price had fallen well below the potential breakup value of the various parts of the company, and he had decided the stock of AOL Time Warner was being beaten down unnecessarily.</p>
<p>It now seemed a good buy. After all, how much worse could things get? </p>
<p>A lot, actually, as the online unit continued its downward spiral with new accounting allegations revealed over the summer and more signs that both subscriber numbers and ad revenue were in trouble.</p>
<p>Crawford would later kick himself for ignoring the signs he had flagged earlier. </p>
<p>&#8220;When there was one cockroach, one should always assume there are others,&#8221; said Crawford to me in 2003. &#8220;It was a stupid mistake.&#8221;</p>
<p>And Crawford wasn&#8217;t going to make another one, especially after he began hearing more and more angry voices from his network of sources across the divisions of AOL Time Warner.</p>
<p>Almost all the complaints were centered on one person: Steve Case.</p>
<p>After Levin and Pittman had left, it seemed, Case had begun to reassert himself at the company, visiting various divisions and doling out guidance on how to better achieve synergies.</p>
<p>It was advice that few divisional executives welcomed, especially coming from the man they held most responsible for the huge declines in the company fortunes, and who was also a constant reminder of how Time Warner had been snookered.</p>
<p>&#8220;To have to sit there and listen to him was unbearable for them,&#8221; said Crawford. &#8220;His continued presence was taking a terrible toll on morale.&#8221;</p>
<p>As the protests mounted, Crawford took it upon himself to gather key allies among the big shareholders&#8211;beginning with Ted Turner, who had now soured on Case much in the same way he had on Levin.</p>
<p>Crawford then contacted Malone, who had wanted to stay neutral but agreed to hear them out in an August visit to Denver. There, Crawford and Turner made their argument to Malone. </p>
<p>&#8220;Their view was that it was a disaster and no one could stand to have Case around,&#8221; recalled Malone. &#8220;The numbers lost were just too big, so he had to go.&#8221;</p>
<p>Lingering in the background, noted Malone, was the sense that Case had outsmarted everyone at Time Warner, a fact that further grated on them.</p>
<p>Since Crawford was headed east to New York for a series of meetings at various media concerns, including AOL Time Warner, the trio decided that he would be the one to deliver the news that Case should go.</p>
<p>He first met with Dick Parsons and Wayne Pace on on other topics at the company&#8217;s Rockefeller Center headquarters. During the meeting, Case joined the group and invited Crawford to his office when he was done for a private talk.</p>
<p>Case might have reconsidered the invitation when he heard Crawford&#8217;s definitive message: Resign. </p>
<p>Outlining his feedback from employees, Crawford explained that neither he nor other major shareholders thought Case could be an effective chairman any longer.</p>
<p>Case, sources familiar with the conversation said, was shocked by Crawford&#8217;s frank assessment and began immediately to argue with him.</p>
<p>Crawford was stunned when Case told him AOL was fine before the merger announcement and that he had no responsibility at the company after the deal was done.</p>
<p>It was not his fault that the economy had tanked. It was not his fault that both Levin and Pittman had proved to be unsuccessful leaders. It was not his fault that the Internet boom had turned to bust.</p>
<p>Case told Crawford he was not leaving.</p>
<p>The meeting ended with Crawford deeply troubled over Case&#8217;s finger pointing at everyone but himself, and the casting of himself as victim.</p>
<p>The gall of it rankled the longtime investor, who expected people to take responsibility for their errors. Yet Case hadn’t made even a slight effort at any kind of apology, claiming he either was not in control or not responsible.</p>
<p>What Crawford couldn&#8217;t grasp was that Case had no intention of saying he was sorry when he was not. To Case, offering a mea culpa would have been dishonest.</p>
<p>In addition, he felt it was more useful to figure out what to do next than wallow in blame. This was vintage Case, a behavior of moving on and compartmentalizing failure that had served him well for so long.</p>
<p>Case felt he had little authority to do anything, but a lot of responsibility to get it right.</p>
<p>Case called Crawford soon after he returned to his California office. &#8220;How can we patch things up,&#8221; asked Case.</p>
<p>But Crawford&#8217;s message was the same: &#8220;We can&#8217;t.&#8221;</p>
<p>Still, in the same conversation, Case asked Crawford to discuss the situation further in person when he&#8217;d be in Los Angeles on a visit to Warner Bros. in September. </p>
<p>He and Crawford, along with AOL&#8217;s Donn Davis and Capital Research and Management&#8217;s David Siminoff, decided to have lunch at a private executive dining room at the film studio in Burbank. </p>
<p>Case was nervous as they sat down, and he quickly said that he wanted to find a way to return to a productive relationship with Crawford. </p>
<p>&#8220;What do I have to do to become friends again?&#8221; Case joked. </p>
<p>He noted that he cared deeply about AOL Time Warner and wanted to rebuild value. </p>
<p>But then he again asserted that the blame for the failed merger was not his, since he wasn&#8217;t the one running the show at either AOL or AOL Time Warner.</p>
<p>To Case, this made sense&#8211;there were a lot of mistakes to go around, but all that mattered was where the company was now and what it should do to fix matters.</p>
<p>Case had no idea how badly he had misread Crawford, who wanted neither a friend nor excuses about leadership deficiencies nor lessons about the here and now.</p>
<p>Crawford understood that executives made mistakes, and he even thought it was OK to miss numbers—as long as you had the guts to admit that it was your fault and you didn’t point fingers.</p>
<p>Crawford told Case that he didn’t hate him and didn&#8217;t want to be accused of going behind Case&#8217;s back to get what he wanted as a major investor, as he began to talk to AOL Time Warner board members and shareholders about his concerns.</p>
<p>Crawford didn&#8217;t have a whole lot to add to what he had previously said. </p>
<p>And that was: Resign. </p>
<p>Case didn’t have much to add to his prior response, either: He would not.</p>
<p>&#8230;Crawford had been calling major investors since the late summer. Already, Crawford had Turner, Malone and many others on his side, including some AOL Time Warner board members. </p>
<p>As 2003 dawned, he was not going away in his quest to unseat Case and he probably held sway of at least one-third of AOL Time Warner shareholders.</p>
<p>&#8220;Case was an irritant, especially in a managerial role,&#8221; said Crawford. &#8220;He hurt the esprit de corps&#8211;you can&#8217;t be the general when your troops want to shoot you in the back.&#8221; </p>
<p>Another person close to Crawford offered a more descriptive take on the media investor&#8217;s motivations.</p>
<p>&#8220;He did not do it to embarrass Steve,&#8221; said this person. &#8220;Steve was just a festering boil at AOL that needed to be cauterized and removed.&#8221;</em></p>
<p>Note: Case resigned on Jan. 12, 2003.</p>
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