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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>
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		<category><![CDATA[Broadside Financial Solutions]]></category>
		<category><![CDATA[Capital Research & Management]]></category>
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		<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>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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		<item>
		<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>Major Yahoo Investor Leans Toward Backing Carl Icahn Too</title>
		<link>http://kara.allthingsd.com/20080707/major-yahoo-investor-leans-toward-backing-carl-icahn-too/</link>
		<comments>http://kara.allthingsd.com/20080707/major-yahoo-investor-leans-toward-backing-carl-icahn-too/#comments</comments>
		<pubDate>Mon, 07 Jul 2008 16:46:44 +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>
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		<category><![CDATA[Carl Icahn]]></category>
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		<guid isPermaLink="false">http://kara.allthingsd.com/?p=2286</guid>
		<description><![CDATA[Microsoft's not the only one backing billionaire investor Carl Icahn in his quest to unseat Yahoo's leadership and board--major Yahoo investor Gordon Crawford told Yahoo CEO Jerry Yang in a face-to-face meeting last week that he was seriously considering voting against Yahoo in the looming proxy fight.

The troubled meeting that took place last Tuesday in Los Angeles between Capital Research Global Investors' Crawford and Yang--accompanied by three Yahoo board members--could be seen as a portent of what is to come at the company's annual meeting on August 1.

And those signs are definitely not good for Yahoo's current leaders.]]></description>
			<content:encoded><![CDATA[<p>Microsoft&#8217;s not the only one possibly backing billionaire investor Carl Icahn in his quest to unseat Yahoo&#8217;s leadership and board&#8211;major Yahoo investor Gordon Crawford told Yahoo CEO Jerry Yang in a face-to-face meeting last week that he was seriously considering voting against Yahoo (YHOO) in the looming proxy fight.</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="alignright size-medium wp-image-2287" /></a></p>
<p>The troubled meeting that took place last Tuesday in Los Angeles between Capital Research Global Investors&#8217; Crawford (pictured here) and Yang&#8211;accompanied by three Yahoo board members&#8211;could be seen as a portent of what is to come at the company&#8217;s annual meeting on August 1.</p>
<p>And those signs are definitely not good for Yahoo&#8217;s current leaders.</p>
<p>At the meeting, according to several sources with knowledge of the encounter, Yang&#8211;as well as Yahoo Chairman Roy Bostock and board members Ron Burkle and Gary Wilson&#8211;strongly defended their actions thus far.</p>
<p>That included claiming Yahoo&#8217;s <a href="http://kara.allthingsd.com/20080626/heres-the-official-yahoo-reorg-release-like-boomtown-said/">recent management reorganization</a> was sound&#8211;despite internal unrest over it&#8211;and calling <a href="http://kara.allthingsd.com/20080619/qi-lu-departure-a-blow-mahijani-out-too-garlinghouse-not-quite-yet/">top execs who have recently left</a> the company &#8220;MBA types,&#8221; even though several were key tech leaders.</p>
<p>Yang also underscored his opinion that Yahoo needed to keep its online ad search business intact with its display business, rather than sell it off to Microsoft (MSFT), although he noted the company was open to all proposals.</p>
<p>But Crawford and his top analysts aggressively questioned Yang&#8217;s assertions and pressed him on Yahoo&#8217;s strategy going forward.</p>
<p>And they indicated they had lost patience, as Yahoo shares have drifted downward in the wake of the collapse of Microsoft&#8217;s takeover attempt.</p>
<p>Microsoft had offered $31 a share for Yahoo and dangled a $33 price for the company, whose stock has been trading lately in the low $20s.</p>
<p>According to sources, Crawford told the Yahoo contingent that he was considering backing Icahn&#8217;s new board slate&#8211;although he has not yet firmly committed to it&#8211;if the company did not engage with Microsoft over some sort of deal or find a suitable alternative.</p>
<p>Crawford&#8217;s Capital Research Global Investors fund&#8211;one of two separately managed at Capital Research &#038; Management&#8211;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><a href="http://kara.allthingsd.com/20080506/a-history-lesson-for-jerry-yang-it-sticks-in-my-crawford/">Abandonment by Crawford</a>, an influential investor who has become increasingly and publicly disdainful of Yang and its board, means the unlikely chance that Icahn could topple Yahoo&#8217;s board and make good on his promise to throw the Yahoo co-founder out becomes a much more distinct possibility.</p>
<p>Of course, that got another boost today with a classic wrestling double-body slam that Icahn and Microsoft CEO Steve Ballmer perpetrated on Yang today by unveiling their own dysfunctional love match&#8211;united in hatred of current Yahoo leadership.</p>
<p>The move was a little sneaky and a lot crude&#8211;and mostly served to unveil just how much Microsoft dissembles about its shifting interest and non-interest in Yahoo.</p>
<p>But it was still an effective blow.</p>
<p>Wrote Icahn in an <a href="http://biz.yahoo.com/prnews/080707/nym046.html">open letter to Yahoo shareholders</a>:</p>
<p><a href="http://kara.allthingsd.com/files/2008/07/tweedledee.gif"><img src="http://kara.allthingsd.com/files/2008/07/tweedledee.gif" alt="" title="tweedledee" width="213" height="231" class="alignleft size-medium wp-image-2288" /></a></p>
<p>&#8220;Steve made it clear to me that if a new board were elected, he would be interested in discussing a major transaction with Yahoo!, such as either a transaction to purchase the &#8216;Search&#8217; function with large financial guarantees or, in the alternative, purchasing the whole company.&#8221;</p>
<p>Like Tweedledee to Tweedledum, Microsoft quickly followed up with its own <a href="http://biz.yahoo.com/prnews/080707/aqm056.html">clearly coordinated statement</a>:</p>
<p>&#8220;We confirm, however, that after the shareholder election Microsoft would be interested in discussing with a new board a major transaction with Yahoo!, such as either a transaction to purchase the &#8216;Search&#8217; function with large financial guarantees or, in the alternative, purchasing the whole company.&#8221;</p>
<p>It is a union weary Yahoo investors like Crawford might welcome.</p>
<p>&#8220;I never though Carl [Icahn] would really prevail,&#8221; said one Yahoo source last week. &#8220;But losing the support of a major investor like Crawford would create a very slippery slope.&#8221;</p>
<p>Indeed, as the stock situation has deteriorated, investors have been pressuring Yahoo and also Microsoft for weeks to engage in new talks about a <a href="http:/kara.allthingsd.com/20080630/yahoo-board-and-investors-burn-while-everyone-else-fiddles/">sweeping search and investment deal and perhaps more.</a></p>
<p>While Microsoft has been considering a sweetened bid, it was irked by Yahoo&#8217;s recent filing that called the software giant <a href="http://kara.allthingsd.com/20080630/as-yahoo-stock-drops-microsofts-sweetened-search-gets-cheaper/">&#8220;unresponsive and inconsistent&#8221;</a> in its intentions toward buying Yahoo.</p>
<p>Yahoo has clearly been trying to make the case that Microsoft had never intended to actually buy the company.</p>
<p>In its <a href="http://biz.yahoo.com/bw/080707/20080707005694.html">own statement</a> about the Icahn-Microsoft lovefest, Yahoo said: &#8220;If Microsoft and Mr. Ballmer really want to purchase Yahoo!, we again invite them to make a proposal immediately.&#8221; </p>
<p>Well, as it turned out today, Microsoft doesn&#8217;t intend to buy Yahoo now&#8211;at least from Yang. </p>
<p>Said Microsoft in its statement today:</p>
<p>&#8220;Despite working since January 31 of this year, as well as in the early part of last year, we have never been able to reach an agreement in a timely way on acceptable terms with the current management and Board of Directors at Yahoo!. We have concluded that we cannot reach an agreement with them.&#8221;</p>
<p>Icahn is another story, of course. For now.</p>
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