Roy Bostock, chairman of the Yahoo board of directors, is defending Yahoo's handling of Microsoft's bid to buyout the company. "At no point did the board ever resist Microsoft's proposal," Mr. Bostock said. But Microsoft inexplicably withdrew its bid to acquire the entire company, he said. "To this day, I cannot tell you why they did that."I was obviously no party to the negotiations, but this is a case where simple logic and dictionary definitions of words prove useful. Microsoft made a bid. Either Yahoo accepted the bid, in which case the entire fuss with Carl Icahn would have been a transitory nightmare during a night in a bad hotel for some investor relations person, or Yahoo declined the bid. If it declined, then there was no offer to be left on the table, because Bostock, Jerry Yang, et. al. had said no. See? Isn't that easy?
The next graph made me even more incredulous:
Mr. Bostock delivered an implicit defense of Jerry Yang, Yahoo's chief executive, by saying that the board was always in control of the negotiations with Microsoft. "I want to make it absolutely clear to everybody that the board led the process."Uh, Roy, didn't you ever notice that Jerry sits on the board? Or did the rest of you make him stand in the hallway during the discussions? Although it was apparently a "quiet" meeting, one activist, Eric Jackson, asked the board members to fill out timesheets because of the $500,000 they received annually. Bostock "took issue with Mr. Jackson's claim that he received such compensation and accused him of 'mischaracterizing' and 'misunderstanding' the situation."
Curious, I went back to the Proxy Governance report I wrote about a week ago, and it has Bostock down for $499,264, Ronald Burkle as receiving $482,046, Eric Hippeau pocketing $496,674, Vyomesh Joshi getting $519,520, Arthur Kern at $496,990, Mary Agnes taking $205,832, and Gary Wilson with $482,406. Yang gets no additional compensation as a director. So, it's true, Bostock was right. The directors weren't all getting a half a million. It's just that most of them were close to the figure. Unless, of course, Proxy Governance didn't read the SEC filings correctly. But somehow, I don't think that's the case.
The general tone seems to have been "everything is fine," and appreciation, at least by the board, of the company's performance. But while the crowd was polite, it may have been because it was largely non-existent, as noted by Jim Goldman, suggests that the true mood was less than enthusiastic:
In the Yahoo meeting which started promptly at 1 pm EDT, and I'm struck by the big party the company is hosting.And very few showed up.This is inside the San Jose Fairmont's cavernous Imperial Ballroom. And I'm struck at the number of empty chairs here. The room holds 1,000 people. There might be 200 chairs taken. There are mountains of pastries outside the door. Most of it untouched.But perhaps the most eloquent, and certainly the most literary, summation came from Brian Chen:
It's bordering on shocking. After all that was made of the bitterness and disappointment over Yahoo's botched deal with Microsoft [MSFT]. And a share price that has gone largely nowhere.
Like a Samuel Beckett play, Yahoo's annual stockholder meeting was a futile display of people talking past each other without actually saying anything meaningful. In other words: Just what everyone expected.The shareholders also voted to:
- reelect all of the current directors,
- reject a proposal for pay-for-superior-performance principle for executive compensation,
- reject the establishment of policies on Internet censorship,
- and reject creation of a Board committee on human rights.