To give itself more time to prepare for a fight against Carl Icahn and his "dream team" of alternate board directors, Yahoo has apparently indefinitely delayed its shareholders meeting. One director, however, is preparing for something else.
A draft of a proxy statement filed by Yahoo this morning with the US Securities and Exchange Commission omits the date of its upcoming shareholders meeting, which had been scheduled for July 3. The omission -- specifically, its replacement throughout the text with the symbol [1] -- indicates the date is being delayed once again.
Not only that, the company's own preferred slate of directors will be one fewer than shareholders expected. Ed Kozel, a member of the board since 2000 and chair of the Audit Committee from 2002 until last March, will not be running for re-election, and no one yet is being named to assume his post. A statement to the press said Kozel is retiring, to spend more time with his family.
Kozel's most recent executive post was as Chief Technology Officer of Cisco. In fact, he held that post twice, pausing once to take a sabbatical in 1998.
The proxy statement advises shareholders in several places not to vote for any of the alternate directors to be nominated by investor Carl Icahn. It doesn't have to name who those people are, but Yahoo urges caution when shareholders receive any other "proxy card" listing Icahn's powerhouse slate.
"The Icahn Entities have provided notice that they intend to nominate their own slate of ten (10) nominees for election as directors at the annual meeting and solicit proxies for use at the annual meeting to vote in favor of their own slate in opposition to all of the nominees named in Proposal No. 1," the proxy statement reads. "You may receive proxy solicitation materials from the Icahn Entities, including an opposition proxy statement and proxy card. Our board of directors urges you not to sign or return any proxy card sent to you by the Icahn entities...We urge you to disregard any proxy card sent to you by the Icahn Entities or any person other than Yahoo."
There probably won't be a lot of disregarding that day, despite how many times Yahoo repeated this warning, although what's not clear now is when that day will fall.
