Yahoo! Inc. (NASDAQ:YHOO) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders |
On June8, 2017, Yahoo! Inc., a Delaware corporation (Yahoo or the
Company), held a special meeting of its stockholders (the Special
Meeting) to vote on the proposals described in detail in the
notice of the Special Meeting and the Companys definitive proxy
statement filed with the U.S. Securities and Exchange Commission
(the SEC) on April24, 2017 (the Proxy Statement). The final
voting results regarding each proposal are set forth below. As of
April20, 2017, the record date for the Special Meeting, there
were 958,131,387 shares of Yahoo common stock outstanding and
entitled to vote at the Special Meeting. At the Special Meeting,
there were 682,046,318 shares of Yahoo common stock represented
in person or by proxy, which number constituted a quorum.
| 1. |
(a)Authorization of the sale to Verizon Communications Inc. (Verizon) of Yahoos operating business (the Sale Transaction) and (b)adoption of an amendment to the indemnification and exculpation provisions of the Companys certificate of incorporation (the Sale Proposal) was approved based upon the following votes: |
|
For |
Against |
Abstain |
||
| 608,321,122 | 71,553,656 | 2,171,540 |
| 2. |
Approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to Yahoos named executive officers in connection with the completion of the Sale Transaction was approved based upon the following votes: |
|
For |
Against |
Abstain |
||
| 624,420,942 | 54,947,683 | 2,677,693 |
| 3. |
In light of the approval of the Sale Proposal, the adjournment proposal described in the Proxy Statement was rendered moot and was not presented at the Special Meeting. |
Forward-Looking Statements
This communication contains forward-looking statements concerning
the Sale Transaction. Risks and uncertainties may cause actual
results to differ materially from the results predicted.
Potential risks and uncertainties include, among others: (i)the
closing of the Sale Transaction may be delayed or not occur at
all; (ii)the existence or occurrence of any event, change, or
other circumstance that could give rise to the termination of the
definitive 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 definitive
stock purchase agreement; (iii)the net proceeds that the Company
will receive from Verizon is subject to uncertainties as a result
of the purchase price adjustments in the definitive stock
purchase agreement; (iv)the initiation or outcome of any legal
proceedings or regulatory proceedings that have been or may be
instituted against Yahoo and its directors and/or officers
relating to the Sale Transaction; and (v)following the closing of
the Sale Transaction, 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 on the Companys share price
following the Sale Transaction.
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, 2016, as
amended, and Quarterly Report on Form 10-Q for the quarter ended
March31, 2017, 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 June9, 2017. Yahoo does not
intend, and undertakes no duty, to update this information to
reflect subsequent events or circumstances.
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.