It's a double-dose of odd news Thursday night from Yahoo: losing board member Ed Kozel, one of two true outside tech experts on the company's board of directors; and word that the company is delaying its annual shareholders meeting.
The news hurts on a number of different fronts. The official word on Kozel is that he wanted to depart in January, but delayed his exit because of Microsoft's unsolicited bid.
Today, the time has come for him to leave so -- drumroll please -- he can spend more time with his family. A source tells me Kozel is scaling back on his various board responsibilities, having just left a seat on Red Hat's board, and that he's planning to move to Europe.
Trouble is, other sources tell me Kozel was a strong voice of reason on the board; and while I haven't talked to him personally, we do know that Yahoo's board unanimously supports CEO Jerry Yang. Still, you gotta wonder about a director in the heat of battle with Microsoft, and arguably at the most important juncture of Yahoo's history, vacating his seat. Not to mention that it comes about six weeks before the company's annual meeting.
Which leads me to the next bit of odd news: Yahoo's decision to put off its annual shareholders meeting beyond the July 3 date. To some nebulous "at the end of July" time frame.
A source tells me the delay decision was made to give both shareholders and the SEC time to look over Yahoo's proxy and consider all the proposals that will be presented. That the move was done out of concern for investors to make sure they weren't forced into snap decisions without having fully examined the issues.
However, there are articles of incorporation in Delaware (where Yahoo is incorporated) that need to be considered here. They state the company has to hold its shareholders meeting no later than 13 months after the last one. That last one was June 12, 2007. A meeting at the "end of July" would seem to breach that responsibility.
Microsoft could always move to force the Delaware Chancery Court to force Yahoo into an earlier meeting, but that too must go through a process that could take a few weeks.
Same goes with Carl Icahn, who can't get himself in front of Yahoo shareholders fast enough. He's got to be livid. I can hear the fist-pounding from here, and I bet he gets an attorney to Delaware toot-sweet.
The Yahoo delay is curious. It could signal that Yahoo is furiously looking for some deal behind the scenes right now, which could thwart Icahn's play to replace the company's board. But delaying tactics can only go so far.
At some point, Yahoo will have to face its shareholders. It's just that now, Yahoo investors will be forced to wait a while longer for their day to share with the board exactly how they feel.
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