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Icahn, Yahoo!: Agreement reached
Investor gets on board

By Margaret Kane

Published: Monday 21 July 2008

Yahoo! has reached a settlement with activist investor Carl Icahn, who will join the internet company's board.

Icahn, who had proposed his own slate of board members, was calling for the company to reach a deal to sell all or part of the company to Microsoft. Icahn and Microsoft officials had previously stated they could not work with the existing Yahoo! board.

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As part of the settlement, Icahn, who owns about 68.7 million shares, or 4.9 per cent of Yahoo! common stock, has agreed to withdraw his nominees for consideration at the annual meeting and to vote his Yahoo! shares in support of the board's nominees.

Eight members of Yahoo!'s current board of directors will stand for re-election at the scheduled shareholder meeting next month: Roy Bostock, Ronald Burkle, Eric Hippeau, Vyomesh Joshi, Arthur Kern, Mary Agnes Wilderotter, Gary Wilson and Jerry Yang.

The board will expand to 11 members, adding Icahn and two other nominees from Icahn's slate.

It was not immediately clear whether the board would continue negotiations with Microsoft.

Icahn said in a statement: "While I continue to believe that the sale of the whole company or the sale of its search business in the right transaction must be given full consideration, I share the view that Yahoo!'s valuable collection of assets positions it well to continue expanding its online leadership and enhancing returns to stockholders.

"I believe this is a good outcome and that we will have a strong working relationship, going forward. Additionally, I am happy that the board has agreed in the settlement agreement that any meaningful transaction, including the strategy in dealing with that transaction, will be fully discussed with the entire board before any final decision is made."