Yahoo sets August 1 date for annual meeting showdown

NEW YORK/SAN FRANCISCO Tue Jun 3, 2008 6:44pm EDT

Yahoo chief executive Jerry Yang (L) and activist investor Carl Icahn in a composite image. Yahoo set plans on Tuesday to hold its annual shareholder meeting on August 1, setting the stage for a showdown with Icahn, who is mounting a proxy fight for control of the company. REUTERS/Files

Yahoo chief executive Jerry Yang (L) and activist investor Carl Icahn in a composite image. Yahoo set plans on Tuesday to hold its annual shareholder meeting on August 1, setting the stage for a showdown with Icahn, who is mounting a proxy fight for control of the company.

Credit: Reuters/Files

NEW YORK/SAN FRANCISCO (Reuters) - Yahoo Inc set plans on Tuesday to hold its annual shareholder meeting on August 1 in the heart of Silicon Valley, setting the stage for a showdown with activist investor Carl Icahn, who is mounting a proxy fight for control of the company.

Earlier, The Wall Street Journal reported that Icahn, a billionaire investor, would seek to remove Jerry Yang as Yahoo chief executive, citing the company's failure, so far, to reach a merger or partnership deal with Microsoft Corp.

Icahn has proposed an alternate slate of directors for Yahoo's board, but had not directly targeted Yang over the breakdown in talks early this month for a $47.5 billion deal.

"It's no longer a mystery to me why Microsoft's offer isn't around," the Journal quoted Icahn as saying.

"How can Yahoo keep saying they're willing to negotiate and sell the company on the one hand, while at the same time they're completely sabotaging the process without telling anyone?"

Yahoo fired back in a statement: "Yahoo's board of directors, including Jerry Yang, has been crystal clear that it would consider any proposal by Microsoft that was in the best interests of its shareholders."

The Sunnyvale, California-based company said Yahoo had been in extensive talks with Microsoft for the last several months, culminating in Microsoft's decision not to pursue a deal. "Mr. Icahn's assertions ignore this clear factual record."

Microsoft said it had no comment on Icahn's actions.

The two companies are in contact with each other but have nothing to announce at this time, a Microsoft spokesman said.

Yahoo said in a regulatory filing that it had rescheduled its meeting for August 1 from its originally date of July 3. The annual meeting will take place at The Fairmont hotel in downtown San Jose, which features a 1,000 person ballroom.

Icahn cited details from court documents related to a shareholder suit that were unsealed on Monday.

The documents showed how Yahoo had taken steps to rebuff a Microsoft takeover bid months before the software maker made its offer public on February 1.

The lawsuit argued that Yahoo had taken aggressive steps to block a deal, including the adoption of a costly plan to retain employees, leading up to a breakdown in negotiations.

Last week, News Corp Chief Executive Rupert Murdoch dismissed Icahn's role in the Microsoft-Yahoo tangle as a distraction. Speaking at "D: All Things Digital" conference in Southern California, he said Icahn was "not serious."

"Look, he wants to make himself a few hundred million dollars," Murdoch said. "For Microsoft it is helpful noise. If I were Yahoo, I wouldn't worry about it."

Murdoch said his own interest in doing a deal, either with Yahoo or Microsoft, involving his MySpace unit had waned after talks over the past year with both on various partnerships.

He said he was "mystified" by Yahoo's response to Microsoft's offer but said he thought Microsoft would eventually reach a deal with Yahoo.

The Journal said Yahoo's board was due to meet on Tuesday. Icahn was not immediately available to comment.

Yahoo shares were off 12 cents at $26.28, down less than 1 percent on the day, in extended trade shortly after the Nasdaq close.

(Additional reporting by Daisuke Wakabayashi in Seattle; editing by Phil Berlowitz and Ted Kerr)

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