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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the previously announced pending sale by
Yahoo! Inc. (Yahoo or the Company) 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, the Board of Directors of the
Company (the Board) has made certain determinations with respect
to the size and composition of the Board following the closing of
the Sale Transaction (the Closing).
In light of the fact that following the Closing the Company will
operate as an investment company under the Investment Company Act
of 1940, the Board has determined that, immediately following the
Closing, the size of the Board will be reduced to five
(5)directors. Tor Braham, Eric Brandt, Catherine Friedman, Thomas
McInerney and Jeffrey Smith will continue to serve as directors
of the Company following the Closing, and Mr.Brandt will serve as
Chairman of the Board. Each of David Filo, Eddy Hartenstein,
Richard Hill, Marissa Mayer, Jane Shaw and Maynard Webb has
indicated that he or she intends to resign from the Board
effective upon the Closing, and that his or her intention to
resign is not due to any disagreement with the Company on any
matter relating to the Companys operations, policies or
practices.
To facilitate the transition of the Company to an investment
company following the Closing, the Board also determined that,
effective January9, 2017, Mr.Brandt will become Chairman of the
Board and Mr.Webb will become Chairman Emeritus of the Board.
Item8.01 |
Other Events. |
The Board also determined that, following the Closing, it intends
to cause the Companys name to be changed to Altaba Inc.
Forward-Looking Statements.
This communication contains forward-looking statements concerning
the proposed sale of Yahoos operating business. Risks and
uncertainties may cause actual results to differ materially from
the results predicted. Potential risks and uncertainties include,
among others:
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the inability to consummate the transaction in a timely manner or at all, due to the inability to obtain or delays in obtaining approval of Yahoos stockholders, the necessary regulatory approvals, or satisfaction of other conditions to the closing of the Sale Transaction; |
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the existence or occurrence of any event, change or other circumstance that could give rise to the termination of the Stock Purchase Agreement, which, in addition to other adverse consequences, could result in the Company incurring substantial fees, including, in certain circumstances, the payment of a termination fee to Verizon under the Stock Purchase Agreement; |
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risks that Verizon may assert, or threaten to assert, rights or claims with respect to the Stock Purchase Agreement as a result of facts relating to the security incidents disclosed on September22, 2016 and December14, 2016 and may seek to terminate the Stock Purchase Agreement or renegotiate the terms of the Sale Transaction on that basis; |
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potential adverse effects on Yahoos relationships with its existing and potential advertisers, suppliers, customers, vendors, distributors, landlords, licensors, licensees, joint venture partners and other business partners; |
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the implementation of the Sale Transaction will require significant time, attention and resources of Yahoos senior management and others within Yahoo, potentially diverting their attention from the conduct of Yahoos business; |
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risks related to Yahoos ability to retain or recruit key talent; |
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costs, fees, expenses and charges related to or triggered by the Sale Transaction; |
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the net proceeds that the Company will receive from Verizon is subject to uncertainties as a result of the purchase price adjustments in the Stock Purchase Agreement; |
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restrictions on the conduct of Yahoos business, including the ability to make certain acquisitions and divestitures, enter into certain contracts, and incur certain indebtedness and expenditures until the earlier of the completion of the Sale Transaction or the termination of the Stock Purchase Agreement; |
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potential adverse effects on Yahoos business, properties or operations caused by Yahoo implementing the Sale Transaction or foregoing opportunities that Yahoo might otherwise pursue absent the pending Sale Transaction; |
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the initiation or outcome of any legal proceedings or regulatory proceedings that may be instituted against Yahoo and its directors and/or officers relating to the Sale Transaction; and |
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following the Closing, the Company will be required to register and be regulated as an investment company under the Investment Company Act of 1940, which will result in, among other things, the Company having to comply with the regulations thereunder, certain stockholders potentially being prohibited from holding or acquiring shares of the Company, and the Company likely being removed from the Standard and Poors 500 Index and other indices which could have an adverse impact the Companys share price following the Sale Transaction. |
All of these risks and uncertainties could potentially have an
adverse impact on Yahoos business and financial performance, and
could cause its stock price to decline.
More information about other potential factors that could affect
Yahoos business and financial results is included under the
captions Risk Factors and Managements Discussion and Analysis of
Financial Condition and Results of Operations in Yahoos Annual
Report on Form 10-K for the year ended December31, 2015, as
amended, and Quarterly Report on Form 10-Q for the quarter ended
September30, 2016, which are on file with the SEC and available
on the SECs website at www.sec.gov. All information set
forth in this communication is as of January9, 2017. Yahoo does
not intend, and undertakes no duty, to update this information to
reflect subsequent events or circumstances.
Important Additional Information and Where to Find
It.
On September9, 2016, Yahoo filed with the SEC a preliminary proxy
statement regarding the proposed sale of Yahoos operating
business to Verizon. Yahoo will file with the SEC a definitive
version of the proxy statement, which will be sent or provided to
Yahoo stockholders when available. The information contained in
the preliminary proxy statement is not complete and may be
changed. BEFORE MAKING ANY VOTING DECISION, YAHOOS
STOCKHOLDERS ARE STRONGLY ADVISED TO READ YAHOOS PRELIMINARY
PROXY STATEMENT IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND, WHEN IT BECOMES AVAILABLE, YAHOOS
DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and stockholders may obtain a free copy of Yahoos
preliminary proxy statement and any amendments or supplements to
the preliminary proxy statement, Yahoos definitive proxy
statement (when available) and any amendments or supplements to
the definitive proxy statement (when available), and other
documents filed by Yahoo with the SEC (when available) in
connection with the proposed transaction for no charge at the
SECs website at www.sec.gov, on the Investor Relations page of
Yahoos website investor.yahoo.net or by writing to Investor
Relations, Yahoo! Inc., 701 First Avenue, Sunnyvale, CA 94089.
Yahoo and its directors and executive officers, as well as
Verizon and its directors and executive officers, may be deemed
participants in the solicitation of proxies from Yahoos investors
and stockholders in connection with the proposed transaction.
Information concerning the ownership of Yahoo securities by
Yahoos directors and executive officers is included in their SEC
filings on Forms 3, 4 and 5, and additional information is also
available in Yahoos annual report on Form 10-K for the year ended
December31, 2015, as amended, and Yahoos proxy
statement for its 2016 annual meeting of stockholders filed with
the SEC on May23, 2016. Information about Verizons directors and
executive officers is set forth in Verizons annual report on Form
10-K for the year ended December31, 2015 and Verizons proxy
statement for its 2016 annual meeting of stockholders filed with
the SEC on March21, 2016. Information regarding Yahoos directors,
executive officers, and other persons who may, under the rules of
the SEC, be considered participants in the solicitation of
proxies in connection with the proposed transaction, including
their respective interests by security holdings or otherwise,
also is set forth in the preliminary proxy statement described
above and will be set forth in the definitive proxy statement
relating to the proposed transaction when it is filed with the
SEC. These documents may be obtained free of charge from the
sources indicated above.
About Yahoo! Inc. (NASDAQ:YHOO)
Yahoo! Inc. (Yahoo), along with its subsidiaries, is engaged in digital information discovery. The Company’s segments include the Americas; Europe, Middle East and Africa (EMEA), and Asia Pacific. The Company focuses on informing, connecting and entertaining its users with its search (Yahoo search), communications, including Yahoo Mail and Yahoo Messenger, and digital content products, including Tumblr, and its four verticals, such as Yahoo News, Yahoo Sports, Yahoo Finance and Yahoo Lifestyle. Yahoo Search is a search engine that serves as a guide for users to discover the information on the Internet. Yahoo Mail connects users to the people and things across mobile and desktop. Yahoo Messenger is an instant messaging service that provides an interactive and personalized way for users to connect and communicate in real-time. The Company’s Digital Content offerings include Tumblr, its social platform, and its four verticals, including News, Sports, Finance and Lifestyle. Yahoo! Inc. (NASDAQ:YHOO) Recent Trading Information
Yahoo! Inc. (NASDAQ:YHOO) closed its last trading session up +0.11 at 41.34 with 7,797,445 shares trading hands.
