Yahoo board wins solid shareholder backing in vote

By Eric Auchard

SAN JOSE, California (Reuters) - Yahoo Inc's (YHOO.O) board of directors won strong backing from shareholders at its annual meeting on Friday, with Jerry Yang, the company's embattled CEO, receiving 85 percent of the vote in his favor.

Investors holding nearly 76 percent of Yahoo's 1.38 billion shares gave solid votes in favor of all nine current directors, in what represents an endorsement of their tough stance with Microsoft Corp (MSFT.O) in talks on a merger or partial sale.

Executives and board members tried to soothe dissenting investors, insisting Yahoo had been serious in the Microsoft talks and that it had good prospects in the next three years.

Seeking to counter attempts by some to blame Yang for talks collapsing, Chairman Roy Bostock said Yahoo's board "called the shots" when discussing Microsoft's proposals, including a $47.5 billion bid and attempts to buy Yahoo's Web search business.

Bostock said he could not understand why the software maker withdrew its bid. "There was never a compelling offer put on the table," he said. "That never occurred in this process."

A Microsoft spokesman disputed Bostock's version of events, saying "Yahoo is attempting to rewrite history yet again."

The solid vote in favor of the directors surprised even some Yahoo officials, who had braced for a stronger protest vote after the tumultuous Microsoft saga and older grievances over Yahoo's slipping performance against Google Inc (GOOG.O).

Three members of Yahoo's executive compensation committee -- Bostock, Ron Burkle and Arthur Kern -- each received about 80 percent in favor of re-election, with the remaining votes withheld in protest. The "Gang of Three," as one dissident labeled them at the meeting, had received more than a 30 percent unfavorable vote at the 2007 annual meeting.

Several proxy advisory firms whose recommendations can carry weight with institutional investors had advised investors to withhold their votes for the three directors.

They have been the target of corporate governance critics over big stock-option packages granted to former Chairman and Chief Executive Terry Semel, who resigned as CEO after protests at last year's meeting over Yahoo's flagging performance.

In a measure of ongoing concern over generous option grants to executives and directors, owners of 339.8 million shares, or 32 percent of the voting stock, backed a non-binding proposal calling for a pay-for-performance plan that Yahoo had opposed.

26-HOUR-A-DAY DIRECTORS

A handful of investors at the meeting criticized the board and management, highlighting dissatisfaction that has hurt the stock since talks on a full Microsoft merger broke up in May.

"I think you have overpaid in terms of executive compensation, overplayed your hand with Microsoft and overstayed your welcome on the board," said Eric Jackson, a vocal critic of Yahoo's leadership, who leads a loose-knit group of shareholders who collectively own 3.2 million shares.

Another investor said he wanted to know more about how much time Yahoo directors worked to earn their pay.