Yahoo Makes Agreement With Starboard, Rotates Board Members

Yahoo announced Wednesday that it has reached an agreement with Starboard Value LP and its affiliates to appoint four independent directors to join the board of directors, effective immediately.

New board members include Tor R. Braham, Eddy W. Hartenstein, and Richard S. Hill, as well as Jeffrey C. Smith, Starboard's CEO and CIO. Smith also joins the Strategic Review Committee.

In addition, Starboard has withdrawn its director nominees for Yahoo's board as part of the agreement.

Said Maynard Webb, chairman of Yahoo's board of directors, in a prepared statement: "The additional board members will bring valuable experience and perspectives to Yahoo during this important time for our company."

Marissa Mayer, CEO of Yahoo, in the release also notes that the "constructive resolution will allow management and the board to keep our focus on our extremely important objectives."

Yahoo also reported at the annual meeting that two incumbent directors will not stand for re-election, so following the annual meeting, the board will have 11 members. The two directors who will not stand for re-election include Lee Scott, and Sue James.

Late last month, Starboard planned to start a proxy fight to nominate up to nine directors for Yahoo's board.

The investment firm said Yahoo's board and management had failed to live up to promises.

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