June 3, 2008 12:51 PM PDT

Report: Icahn says Yahoo CEO has got to go

Posted by Dawn Kawamoto
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Updated: 5:15 p.m. PDT with annual meeting announcement.

Billionaire investor Carl Icahn plans to seek the ouster of Yahoo CEO Jerry Yang, should his dissident slate of directors gain control of Yahoo's board, according to a report in The Wall Street Journal.

Icahn previously has centered his comments on removing Yahoo's board of directors, of which Yang is one of nine members who are up for re-election to a one-year term, when the next annual shareholders meeting is held.

Yahoo announced later in the day that it planned to hold its annual shareholders meeting on August 1 in San Jose, Calif. The meeting was originally scheduled for July 3, but the company announced a delay when one of its board members resigned in May.

Icahn apparently is irate over newly released details from a shareholders lawsuit unsealed Monday, according to the Journal. In the amended lawsuit by two Detroit retirement funds, Yang is portrayed as the architect of a controversial employee severance program, which would be triggered if Yahoo undergoes a change in control.

The change in control applies to not only a buyout, like the one Microsoft had on the table before it withdrew its $33 a share bid for Yahoo on May 3, but also a change in control of a majority of Yahoo's board, as noted in a CNET News.com blog.

"It's no longer a mystery to me why Microsoft's offer isn't around," Icahn said in his Journal interview. "How can Yahoo keep saying they're willing to negotiate and sell the company on the one hand, while at the same time they're completely sabotaging the process without telling anyone."

Icahn noted he believes the unsealed shareholders lawsuit will aid his efforts to win a proxy fight to unseat Yahoo's board, especially given his belief that investors will fear Microsoft will not come back with a buyout bid until Yang and the current board are gone.

The Journal also reported Yahoo's board is expected to meet Tuesday.

Dawn Kawamoto covers enterprise security and financial news relating to technology for CNET News. E-mail Dawn.
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Add a Comment (Log in or register) 6 comments
by bwvla June 3, 2008 3:22 PM PDT
Wow this can be taken from two angles.

1) Jerry Yang, the founder, is obviously trying to protect his company's right to survive, unique culture, and vision. This with a contingency plan to protect the co-workers who's hard work built the company.

2) Yahoo is publicly traded and investors have a right to expect the board generates a decent return. Some share holders are interested in immediate gains, others are interested in a responsible company thats engineered for a longevity of gains. Ichan representing the former has bought up a large number of shares.

Having worked for a start up where the founders were "sent to pasture" while "the suits" took over leaves me a bit jaded. In my case the employees who built the company were not protected and instead of enjoying the fruits of their labors they were sent back to the boiler room for double duty or laid off. Literally over night the employees who built the business went from loved to red headed step children, while "the suits" got richer.

However Yang's company is publicly held leaving. Unless Yahoo shows some promise of showing decent returns in the near future, the share holders have a right to request the board sell out to any high bidder. Now Yahoo's vision and workers futures are in the hands of forces like Ichan who care little about visions or people, just cash

But I do respect Yang for at the very least looking out for the 'regular people' who built the company and attempt to protect them from being exploited in this process.

Its difficult to say if Ichan is wrong, capitalism is about the strong surviving. But its always sad to see honest regular workers disrespected while "the suits" fleece the system at every turn.
Reply to this comment
by bwvla June 3, 2008 3:23 PM PDT
Wow this can be taken from two angles.

1) Jerry Yang, the founder, is obviously trying to protect his company's right to survive, unique culture, and vision. This with a contingency plan to protect the co-workers who's hard work built the company.

2) Yahoo is publicly traded and investors have a right to expect the board generates a decent return. Some share holders are interested in immediate gains, others are interested in a responsible company thats engineered for a longevity of gains. Ichan representing the former has bought up a large number of shares.

Having worked for a start up where the founders were "sent to pasture" while "the suits" took over leaves me a bit jaded. In my case the employees who built the company were not protected and instead of enjoying the fruits of their labors they were sent back to the boiler room for double duty or laid off. Literally over night the employees who built the business went from loved to red headed step children, while "the suits" got richer.

However Yang's company is publicly held leaving. Unless Yahoo shows some promise of showing decent returns in the near future, the share holders have a right to request the board sell out to any high bidder. Now Yahoo's vision and workers futures are in the hands of forces like Ichan who care little about visions or people, just cash

But I do respect Yang for at the very least looking out for the 'regular people' who built the company and attempt to protect them from being exploited in this process.

Its difficult to say if Ichan is wrong, capitalism is about the strong surviving. But its always sad to see honest regular workers disrespected while "the suits" fleece the system at every turn.
Reply to this comment
by chuck_whealton June 3, 2008 3:51 PM PDT
I agree with you. I think I'd side with Mr. Yang myself, but unfortunately, in this day and age, it's not always the type of company or your products that win. It's more marketing hoopla. I prefer Yahoo search engine and other services over google any day of the week. Look who's winning.

Charles R. Whealton
Charles Whealton @ pleasedontspam.com
Reply to this comment
by JCPayne June 3, 2008 5:15 PM PDT
Ummm Yahoo had good returns last quarter... They broke expectations. Look up Yahoo 2nd Quarter results this year..... SYMBOL = "YHOO"
Reply to this comment
by PEAKSEO June 7, 2008 10:25 AM PDT
Who does Carl Icahn have tapped to replace Jerry Yang? Hopefully someone with a proven history of web and internet advertising success. Susan Decker might have to be moved out. The Yahoo sales efforts and advertising programs are overpriced and weak at best.

Yahoo is not delivering advertisers enough return on investment. When will Yahoo shift focus and actually help advertisers drive conversions and ROI? If Yahoo would focus on advertiser ROI and moving the sale needle for their clients, they could turn the tide and truly compete with Google.

I also was expecting Jerry Yang to focus more on quality user experiences. Yahoo is no longer delivering high-quality search results and content for users. C'mon Jerry, restructure the senior management team, trim the top level, take charge, clear the company of unskilled executives that lack "internet marketing" experience and take Yahoo back to its core. Improve Yahoo from the inside out and everything will fall into place.
Reply to this comment
by benjaminstraight July 27, 2008 3:36 PM PDT
And the shake-up continues. And the public divorce to follow.
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