Yahoo (NASDAQ:YHOO) appointed three new independent directors on Sunday in an effort to ease mounting pressure from activist shareholder Daniel Loeb as it prepares for a proxy battle.
Effective April 5, American Express (NYSE:AXP) chief marketing officer John Hayes, former Discovery Communications (NASDAQ:DISCA) and News Corp. (NASDAQ:NWSA) executive Peter Liguori, and IAC/InterActiveCorp. (NASDAQ:IACI) chief financial officer Thomas McInerney, will join Yahoo’s board.
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Yahoo chairman Roy Bostock said the reconstructed board has the “right mix of experience and expertise” to help Yahoo rebuild and increase shareholder value.
But Loeb's Third Point, which filed a proxy statement last week in an attempt to get four of its own nominees adopted, said it was disappointed by the announcement.
“The board has shown yet again that they are unable to execute deals that are in the company's best interests,” Third Point said in a statement.
The shareholder has criticized the company’s board and called for a complete overhaul. Earlier this month, it accused Yahoo’s board of stonewalling and not giving fair consideration to its candidates.
Yahoo said it fairly considered all of the nominees, including those from Third Point. The Internet giant said its board offered to propose Harry Wilson, one of Third Point’s nominees, and a second person mutually acceptable to both, in an effort to avoid a proxy war.
But Loeb refused the offer and said he would continue to do so unless he personally was appointed, Yahoo said.
In a last ditch effort to avoid a proxy battle, Yahoo said it remains open to other ideas from Third Point, but has determined that appointing Loeb to the board is not in the best interest of the company.
Loeb said Third Point will pursue the proxy fight.