Yahoo Reaches Deal With Starboard to Add Board Members--Update

By Joshua Jamerson and Douglas MacMillan 

Yahoo Inc. said it reached an agreement with activist investor Starboard Value LP to add four members to its board, ending the proxy fight the hedge fund had launched last month that set the stage for a battle over the future of the Web giant.

As part of the agreement, Starboard has withdrawn its slate of director nominees. Under the terms of the deal, Starboard will add Jeffrey Smith, Starboard's chief executive and chief investment officer, as well as Tor Braham, Eddy W. Hartenstein, and Richard Hill to its board.

Chief Executive Marissa Mayer called the a "constructive resolution."

Mr. Smith said he looked forward to "getting started right away and working closely with management and our fellow board members with the common goal of maximizing value for all shareholders.."

Two current Yahoo directors, Lee Scott and Sue James, opted not to stand for re-election at this year's annual shareholder meeting, which Yahoo said were "personal decisions."

Starboard has said the board and management have continually failed to live up to their own promises, and shouldn't be trusted with the decision on whether or not Yahoo should remain an independent company.

Under pressure from Starboard and other investors, the Sunnyvale, Calif., company previously reversed a plan to spin off its stake in Alibaba. In March, it added two new board members with deal-making experience.

Starboard's board fight added pressure to Yahoo and Ms. Mayer as they attempt to turn around or sell the beleaguered company. Verizon was seen atop the pack of suitors who had placed bids on Yahoo, whose deadline for preliminary bids for the telecom giant passed last week.

Mr. Braham served as managing director at Deutsche Bank from 2004 to 2012, and Yahoo said he has been "directly involved in negotiating or executing numerous mergers and acquisitions in the technology industry."

Mr. Hartenstein is a director at Tribune Publishing Co., former chairman and CEO of DirecTV, and former publisher and CEO of the Los Angeles Times Media Group. Mr. Hill has served as chairman of Tessera Technologies since 2013.

Write to Joshua Jamerson at [e-mail] and Douglas MacMillan at [e-mail]

(END) Dow Jones Newswires

April 27, 2016 09:34 ET (13:34 GMT)

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