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Plot thickens as Capital Research demand a probe in Yahoo board’s vote of confidence

By Andrew Redfern @ 5th August 2008 9:36 am

It’s being reported that one of Yahoo’s largest shareholders, Capital Research Global Investors, hadsasked for a probe into the recent shareholder vote which gave a strong vote of support for the current board members. As reported here all the members recieved clear backing at the meeting but Capital Research, an outspoken critic of how the Microsoft merger talks were handled has demanded there be an enquiry into why there was not more opposition to Jerry Yang and his fellow executives.

Yahoo have reacted quickly and issued the following statement “Yahoo did not participate in the execution of the votes and was not a party to any errors which may have been made either by a voting institution or a proxy processing intermediary acting on behalf of banks, brokers and institutions”. However Capital Research are not alone in querying the results. Blogger and shareholder Eric Jones is crying foul too :

2008 Results

As per Friday’s press release from Yahoo!, only 1,046,095,584 out of 1,381,008,701 possible share votes (or 75.8%) were counted in this year’s election. As you go through the release, you quickly notice that each of the total votes cast for each director and proposal sum to exactly 1,046,095,584 (or just over a billion) votes.

So, for example, Roy Bostock received 832,023,657 “for” votes and 214,071,927 “withhold” or “against” votes for a total of 1,046,095,584. This means, according to the press release, he received 79.5% of votes “for” his re-election and 20.5% of votes “against” his re-election.

2007 Results

According to Yahoo!’s Q207 10-Q, which came out in August 2007, Roy Bostock received 828,803,221 shares voting “for”, 376,632,150 shares voting “against” out of a total 1,205,435,371. That means he received 68.8% of votes “for” his re-election and 31.2% of votes “against” his re-election.

However, it’s notable that 159,339,787 fewer votes were cast this year compared to last year’s vote on Roy Bostock.

It seems odd that fewer (13.2% fewer) shares would be voted this year compared to last, when there’s been such additional scrutiny on the company in the wake of the dealings with Microsoft and Carl Icahn. With the additional press, you would expect there to be more shares voted this year compared to last.”

However this turns out it seems that the efforts put in by the Yahoo board in bringing Carl Icahn into the fold were not quite enough to ensure this year’s AGM without controversy.

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