Yahoo! Inc. (NASDAQ:YHOO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Management of the Company Prior to the Closing of the
Transaction with Verizon

On March10, 2017, Yahoo! Inc. (Yahoo or the Company) appointed
Arthur Chong, 63, to serve as General Counsel and Secretary of
Yahoo. Mr.Chong served as an outside legal advisor to Yahoo from
October 2016 to March9, 2017. From June 2016 to October 2016,
Mr.Chong served as a special advisor to Sheppard, Mullin, Richter
Hampton LLP, a law firm. From October 2008 to February 2016,
Mr.Chong served as Executive Vice President, General Counsel and
Secretary at Broadcom Corporation, a global supplier of
semiconductor devices, and was responsible for the legal,
corporate secretary, governance, litigation, intellectual
property, compliance and government relations activities for the
company. Prior to that position, Mr.Chong served as Executive
Vice President and Chief Legal Officer at Safeco Corporation, a
property and casualty insurer, from November 2005 to October
2008. The terms of Mr.Chongs employment are described below.

Marissa A. Mayer and Kenneth Goldman will continue to be the
Chief Executive Officer and Chief Financial Officer,
respectively, of the Company prior to the Closing (as defined
below).

Management of the Company Following the Closing of the
Transaction with Verizon

In connection with the previously announced pending sale by Yahoo
of its operating business (the Sale Transaction) to Verizon
Communications Inc. (Verizon) to the terms of a Stock Purchase
Agreement, dated as of July23, 2016, between the Company and
Verizon, as amended as of February20, 2017 (the Stock Purchase
Agreement), Yahoos Board of Directors (the Board) has determined
that, upon the closing of the Sale Transaction (theClosing), the
following individuals will serve (or in the case of Mr.Chong
continue to serve) in the following capacities for Altaba Inc.
(the name of the Company following the Closing):

Mr.McInerney has served as a member of Yahoos Board since April
2012. Mr.McInerney served as Executive Vice President and Chief
Financial Officer of IAC/InterActiveCorp (IAC), an Internet
company, from January 2005 to March 2012. From January 2003
through December 2005, he also served as Chief Executive Officer
of the retailing division of IAC (which included HSN, Inc. and
Cornerstone Brands). From May 1999 to January 2003, Mr.McInerney
served as Executive Vice President and Chief Financial Officer of
Ticketmaster, formerly Ticketmaster Online-CitySearch, Inc., a
live entertainment ticketing and marketing company. From 1986 to
1988 and from 1990 to 1999, Mr.McInerney worked at Morgan
Stanley, a global financial services firm, most recently as a
Principal. Mr.McInerney serves on the boards of directors of HSN,
Inc., a television and online retailer, Interval Leisure Group,
Inc., a provider of membership and leisure services to the
vacation industry, and Match Group, Inc., an online dating
resource.

Ms.Wellman has served as Vice President, Global Controller of
Yahoo since October 2015. From November 2013 to October 2015, she
served as Vice President, Finance of Yahoo. From December 2011 to
June 2013, Ms.Wellman served as Chief Financial Officer of
Nebraska Book Company, which owned and operated college
bookstores. From October 2004 to December 2011, Ms.Wellman served
as a Partner at KPMG LLP, an audit, tax and advisory firm.

Ms.Work has served as an outside legal advisor to Yahoo since
December 2016. From December 2012 to February 2016, Ms.Work
served as Senior Vice President, Senior Deputy General Counsel
and Chief Compliance Officer of Broadcom Corporation. From April
2009 to November 2012, Ms.Work served as Vice President and
Deputy General Counsel of Broadcom Corporation.

Terms of Employment

Each of Mr.McInerney, Mr.Chong, Ms.Wellman and Ms.Work has
entered into an offer letter setting forth the terms and
conditions of his or her employment with the Company. Mr.Chongs
offer letter is effective as of March10, 2017, and each other
offer letter will become effective on the date of the Closing.
The letters have no specified term, and each executives
employment with the Company is on an at-will basis.

The letters set forth the following annual base salary for each
executive: Mr.McInerney $2million, Mr.Chong $1million, Ms.Wellman
$500,000, and Ms.Work $400,000. Each executive will be eligible
for an annual incentive award following the Closing targeted at
the following percentages of the executives annual base salary
(each percentage, a Target Bonus): Mr.McInerney 50%, Mr.Chong
50%, Ms.Wellman 75%, and Ms.Work 75%. Each executive also will be
eligible to participate in the benefit programs generally
available to other senior executives and to accrue paid time off
days in accordance with the Companys post-Closing vacation or
paid time off policy.

Each executive will be eligible for grants, following the
Closing, of long-term deferred compensation designed to comply
with the Investment Company Act of 1940 (collectively, the LTDC).
The LTDC will be governed by the terms of a long-term deferred
compensation plan expected to be adopted by the Board following
the Closing, and each executives entitlements will be based on
attainment of performance targets pre-established by the Board.
Each executives LTDC provides for a threshold value and range of
payments that each executive may receive based on attainment of
the pre-established performance targets:

In the event an executives employment terminates without cause or
as a result of a resignation for good reason (each, as defined in
the offer letters), the executive will be entitled to receive the
following payments and benefits, subject to the execution of an
effective release of claims against the Company: (i)a lump sum
payment equal to 12 months (or, for Mr.McInerney, 18 months) of
base salary, (ii)a pro rata portion of the executives annual
incentive award based on actual performance, payable at the time
such award would otherwise have been paid, (iii)any portion of
the LTDC to which the executive may be entitled to the terms of
the LTDC plan, and (iv)subject to the executives timely and
proper election for continued coverage under COBRA, reimbursement
by the Company for COBRA premiums paid by the executive for a
period of 12 months (or, for Mr.McInerney, 18 months) following
termination of the executives employment. In addition, in the
event of a change in control (as defined in the letters), each
executive will automatically receive the above payments and
benefits, subject to the executives execution of an effective
release of claims against the Company; provided, that, in lieu of
the pro rata annual incentive award described in clause
(ii)above, the executive will be entitled to an amount equal to
his or her Target Bonus, payable in a lump sum within 10 business
days following the effective date of the release of claims.

The letters also include mutual non-disparagement provisions and
incorporate by reference proprietary information and
indemnification agreements between the Company and the
executives.

There are no arrangements or understandings between any of
Mr.McInerney, Mr.Chong, Ms.Wellman or Ms.Work and any other
person to which he or she was selected as an executive officer of
the Company, and there are no family relationships between any of
Mr.McInerney, Mr.Chong, Ms.Wellman or Ms.Work and any of the
Companys other directors, executive officers or persons nominated
or chosen by the Company to become a director or executive
officer. Apart from the Yahoo engagement letters of Mr.Chong and
Ms.Work described below, none of Mr.McInerney, Mr.Chong,
Ms.Wellman, or Ms.Work has any direct or indirect material
interest in any transaction required to be disclosed to Item
404(a) of Regulation S-K. As mentioned above,
Mr.McInerney is currently a director of Yahoo. During Yahoos last
fiscal year, Mr.McInerney received cash compensation in the
amount of $170,000 and equity awards with a grant fair value of
$239,971 (computed in accordance with FASB ASC 718) for his
service as an independent director of Yahoo. Mr.Chong became
General Counsel and Secretary of Yahoo on March10, 2017. Mr.Chong
provided outside legal counsel to Yahoo from October31, 2016 to
March9, 2017, to an engagement letter with Yahoo. to this
engagement, Yahoo compensated Mr.Chong in the amount of $100,000
per month, and also provided reimbursement for reasonable out of
pocket expenses (including a car service). Ms.Wellman is
currently Vice President and Global Controller of Yahoo. During
Yahoos last calendar year, Ms.Wellman received cash compensation
in the amount of $556,250 and equity awards with a grant fair
value of $549,948 (computed in accordance with FASB ASC 718) in
compensation from Yahoo. Ms.Work has served as an outside legal
advisor to Yahoo since December8, 2016, to an engagement letter
with Yahoo. This engagement is expected to continue until the
Closing. to this engagement, Yahoo compensates Ms.Work $50,000
per month and provides reimbursement for reasonable out of pocket
expenses.