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Yahoo! (YHOO) Restructures Board to Appease Shareholder

Yahoo! Inc. (YHOO) announced Wednesday that it has reached an agreement with one of its primary investors, Starboard Value LP and its affiliates, under which four new independent directors will join the board, effective immediately. 

"We are pleased to welcome these four new highly respected, independent directors to our board," said Maynard Webb, chairman of Yahoo's board of directors. "The additional board members will bring valuable experience and perspectives to Yahoo during this important time for our company."

"This constructive resolution will allow management and the board to keep our focus on our extremely important objectives. Management is looking forward to working with the entire board, including the new directors, to maximize shareholder value," said Marissa Mayer, CEO of Yahoo.

The purpose of this shakeup with its board, according to a New York Times report, is so Yahoo can reach a “truce with an activist investor threatening to oust CEO Marissa Mayer and the rest of its board, removing a major distraction as the company evaluates bids to buy its Internet operations.”

Starboard Value will get its four seats on Yahoo's board, but the rebellious investor will have diluted voting power as the Yahoo board will expand from nine to eleven directors. Starboard may not have majority control over the process, but it will have the ability to voice its opinions on the direction of Yahoo.

(Also read, "Activist Starboard Looks for Total Control of Yahoo Board')

There have been notable discussions of other companies wanting to acquire Yahoo’s email, advertising tools and other digital services, including widely read sports and finance sections. Verizon Communications (VZ), which purchased AOL Inc. for $4.4 billion back in June 2015, has publicly declared its interest in adding Yahoo to its portfolio.

A decision on whether Yahoo will sell or retain its Internet operations is expected to be decided upon before the company's annual meeting, which has not been formally announced yet. Historically, Yahoo’s annual meetings are held in June.

Yahoo's board has been under mounting pressure to make dramatic changes because the company has been struggling for years to sell more digital advertising, or improve its languishing stock price.

As the NYT notes, “If the Internet operations aren't sold, Mayer plans to spin them off into a new company, leaving Yahoo with prized stakes in China's Alibaba Group and Yahoo Japan.” The Alibaba stake itself is currently worth $30 billion, before factoring in capital gains taxes.

Yahoo currently has a Zacks Rank #3 (Hold) and closed on the day down 0.43%.

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