PREC14A 1 d319086dprec14a.htm PRELIMINARY PROXY STATEMENT Preliminary Proxy Statement
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

x Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

¨ Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Yahoo! Inc.

(Name of Registrant as Specified In Its Charter)


 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

          

 

  (2) Aggregate number of securities to which transaction applies:

 

          

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

          

 

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¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Notes:

 

 

 


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Preliminary Proxy Statement—Subject to Completion

 

LOGO

701 First Avenue

Sunnyvale, CA 94089

 

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on [], 2012

 

 

We will hold the annual meeting of shareholders of Yahoo! Inc., a Delaware corporation (the “Company”), at [•], on [•], 2012, at [•], local time, for the following purposes:

 

  1. To elect to the Board of Directors ten director nominees to serve until the 2013 annual meeting of shareholders and until their respective successors are elected and qualified;

 

  2. To approve, on an advisory basis, the Company’s executive compensation;

 

  3. To amend the Company’s 1995 Stock Plan as described in the attached proxy statement;

 

  4. To amend the Company’s 1996 Directors’ Stock Plan as described in the attached proxy statement;

 

  5. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2012; and

 

  6. To transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof.

These items of business, including information about the director nominees, are more fully described in the proxy statement accompanying this Notice.

The Board of Directors has fixed the close of business on [•], 2012 as the record date for determining the shareholders entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.

All shareholders are cordially invited to attend the annual meeting in person. Whether or not you plan to attend the annual meeting in person, you are urged to mark, date, sign and return the enclosed PURPLE proxy card or voting instruction form in the postage-paid envelope provided or submit your proxy or voting instructions electronically over the Internet or by telephone as promptly as possible to ensure your representation and the presence of a quorum at the annual meeting. If you submit your proxy or voting instructions and then decide to attend the annual meeting, you may still vote your shares in person by following the procedures described in the proxy statement. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. Only shareholders of record as of the close of business on [•], 2012 are entitled to receive notice of, to attend and to vote at the annual meeting, but if you are a beneficial holder as of that date, you will receive communications from your broker, bank or other nominee about the meeting and how to direct the vote of your shares, and are welcome to attend the annual meeting, all as described in more detail in the related questions and answers in the attached proxy statement.

Our Board of Directors has selected the ten persons named in the attached proxy statement as its nominees for election to the Board of Directors at the annual meeting. Each of our nominees is currently serving as a director of the Company. We believe that the ten nominees named in the attached proxy statement have a well-rounded combination of financial, media, advertising, marketing, operating and technology experience, expertise and insight, all necessary to provide the right leadership to build value for all Yahoo! shareholders.

Please note that Daniel S. Loeb, Third Point LLC and certain persons and entities affiliated with Daniel S. Loeb and Third Point LLC (collectively, the “Third Point Entities”) have provided notice that they intend to


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nominate four individuals for election to the Board of Directors at the annual meeting and solicit proxies from shareholders in support of those four nominees. We do not endorse the election of any of the Third Point Entities’ nominees as a director. You may receive proxy solicitation materials from one or more of the Third Point Entities or other persons or entities affiliated with them in support of their nominees, including an opposition proxy statement and proxy card. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL” OF THE BOARD’S NOMINEES ON THE ENCLOSED PURPLE PROXY CARD OR VOTING INSTRUCTION FORM AND URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM SENT TO YOU BY OR ON BEHALF OF THE THIRD POINT ENTITIES. Even if you have previously submitted a proxy or voting instructions with respect to the director nominees solicited by the Third Point Entities, you have the right to change your vote. If you are a shareholder of record, you may change your vote by marking, dating, signing and returning the enclosed PURPLE proxy card in the postage-paid envelope provided or by following the instructions on the PURPLE proxy card to submit your proxy electronically over the Internet or by telephone. Only the latest dated proxy you submit will be counted. If you hold your shares in “street name,” please follow the voting instructions provided by your bank, broker or other nominee to change your vote. We urge you to disregard any proxy card or voting instruction form sent to you by the Third Point Entities or on behalf of any person other than Yahoo!.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on [], 2012. The proxy statement and Yahoo!’s Annual Report on Form 10-K for fiscal year 2011 are available electronically at [•].

If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:

INNISFREE M&A INCORPORATED

501 Madison Avenue

New York, New York 10022

Shareholders May Call Toll-Free: (877) 750-9499

Banks & Brokers May Call Collect: (212) 750-5833

By Order of the Board of Directors,

 

LOGO

Michael J. Callahan

Executive Vice President, General Counsel and Secretary

Sunnyvale, California

[•], 2012


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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2012 ANNUAL MEETING OF SHAREHOLDERS

  1

CERTAIN BACKGROUND INFORMATION

  10

PROPOSAL NO. 1 ELECTION OF DIRECTORS

  12

Voting Standard

  12

Nominees

  12

Corporate Governance

  17

Director Compensation Table—2011

  27

PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

  30

PROPOSAL NO. 3 APPROVAL OF AMENDMENT TO THE 1995 STOCK PLAN

  32

PROPOSAL NO. 4 APPROVAL OF AMENDMENT TO THE 1996 DIRECTORS’ STOCK PLAN

  40

PROPOSAL NO. 5 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  46

BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

  47

Section 16(a) Beneficial Ownership Reporting Compliance

  49

EQUITY COMPENSATION PLAN INFORMATION

  50

OUR EXECUTIVE OFFICERS

  51

EXECUTIVE OFFICER COMPENSATION AND OTHER MATTERS

  52

Compensation Discussion and Analysis

  52

Summary Compensation Table—2009–2011

  68

Grants of Plan-Based Awards—2011

  71

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  72

Outstanding Equity Awards at Year-End—2011

  75

Option Exercises and Stock Vested—2011

  77

Potential Payments Upon Termination or Change in Control

  77

Bartz Separation

  80

Irving Separation

  82

AUDIT AND FINANCE COMMITTEE REPORT

  83

FEES FOR SERVICES RENDERED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  84

RELATED PARTY TRANSACTION POLICY

  85

LEGAL PROCEEDINGS

  85

NO INCORPORATION BY REFERENCE

  86

ANNUAL REPORT TO SHAREHOLDERS

  86

OTHER MATTERS

  86

CONTACT FOR QUESTIONS AND ASSISTANCE IN VOTING

  87

APPENDIX A INFORMATION CONCERNING PARTICIPANTS IN THE COMPANY’S SOLICITATION OF PROXIES

  A-1

ANNEX 1—YAHOO! INC. 1995 STOCK PLAN

 

ANNEX 2—YAHOO! INC. 1996 DIRECTORS’ STOCK PLAN

 


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Preliminary Proxy Statement—Subject to Completion

 

LOGO

701 First Avenue

Sunnyvale, CA 94089

 

 

PROXY STATEMENT

 

 

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Yahoo! Inc., a Delaware corporation (“Yahoo!,” the “Company,” “we,” or “us”), of proxies for use in voting at the 2012 annual meeting of Yahoo! shareholders (the “annual meeting” or the “meeting”) to be held at [], on [], 2012, at [], local time, and any adjournment or postponement thereof. On or about [], 2012, proxy materials for the annual meeting, including this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended on April 27, 2012 (the “2011 Annual Report” or the “2011 Form 10-K”), are being made available to shareholders entitled to vote at the annual meeting. The date of this proxy statement is [], 2012.

The Company has received notice from Daniel S. Loeb, Third Point LLC and certain persons and entities affiliated with Daniel S. Loeb and Third Point LLC (collectively, the “Third Point Entities”), of their intention to nominate four individuals (the “Third Point Nominees”) for election to the Company’s Board of Directors at the annual meeting and solicit proxies from shareholders in support of the Third Point Nominees.

The Third Point Nominees are not endorsed by our Board of Directors. We urge shareholders NOT to vote any proxy card or voting instruction form that you may receive from or on behalf of the Third Point Entities. We are not responsible for the accuracy of any information provided by or relating to the Third Point Entities contained in any proxy solicitation materials filed or disseminated by or on behalf of the Third Point Entities or any other statements that the Third Point Entities may otherwise make. The Third Point Entities choose which shareholders receive their proxy solicitation materials.

Our Board of Directors urges you to vote “FOR ALL” of our nominees for director: Scott Thompson, Alfred J. Amoroso, Patti S. Hart, John D. Hayes, Susan M. James, David W. Kenny, Peter Liguori, Thomas J. McInerney, Brad D. Smith and Maynard G. Webb, Jr.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2012 ANNUAL MEETING OF SHAREHOLDERS

 

Q: Why am I receiving these materials?

 

A: The Board is providing these proxy materials to you in connection with our annual meeting, which will take place on [], 2012. As a shareholder as of the close of business on [], 2012 you are invited to attend the annual meeting and are entitled to, and requested to, vote your shares on the proposals described in this proxy statement.

 

Q: What information is contained in these materials?

 

A: The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of directors and our most highly paid executive officers, and certain other required information. The Company’s 2011 Annual Report, which includes our audited consolidated financial statements, has also been made available to you.

 

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Q: What proposals will be voted on at the annual meeting?

 

A: Shareholders will vote on five proposals at the annual meeting:

 

   

the election to the Board of ten director nominees (Proposal No. 1);

 

   

advisory approval of the Company’s executive compensation (Proposal No. 2);

 

   

the approval of an amendment to the Company’s 1995 Stock Plan (the “1995 Stock Plan”), as described herein (Proposal No. 3);

 

   

the approval of an amendment to the Company’s 1996 Directors’ Stock Plan (the “Directors’ Plan”), as described herein (Proposal No. 4); and

 

   

the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2012 (Proposal No. 5).

As described above, the Board has selected the ten persons named in Proposal No. 1 as its nominees for election to the Board at the annual meeting. Yahoo! has also received notice from the Third Point Entities that they intend to nominate the Third Point Nominees for election as directors at the annual meeting and solicit proxies from shareholders in support of the Third Point Nominees. The Third Point Nominees are not endorsed by our Board. We urge shareholders to vote “FOR ALL” of the ten director nominees named in Proposal No. 1 on the PURPLE proxy card and NOT to vote any proxy card or voting instruction form that you may receive from or on behalf of the Third Point Entities.

 

Q: How does the Board recommend I vote on these proposals?

 

A: Yahoo!’s Board recommends that you vote your shares:

 

   

“FOR ALL” of the Board’s ten director nominees named in this proxy statement (Proposal No. 1);

 

   

“FOR” the proposal regarding advisory approval of the Company’s executive compensation (Proposal No. 2);

 

   

“FOR” the amendment to the 1995 Stock Plan (Proposal No. 3);

 

   

“FOR” the amendment to the Directors’ Plan (Proposal No. 4); and

 

   

“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal No. 5).

 

Q: Who is entitled to vote?

 

A: Shareholders of record as of the close of business on [], 2012, the record date, are entitled to notice of and to vote at the annual meeting.

 

Q: How many shares can vote?

 

A: At the close of business on the record date, [] shares of common stock were outstanding and entitled to vote. We have no other class of stock outstanding.

 

Q: What shares can I vote?

 

A: You may vote all shares of Yahoo! common stock owned by you as of the close of business on the record date of [], 2012. You may cast one vote per share that you held as of the close of business on the record date. A list of shareholders entitled to vote at the annual meeting will be available during ordinary business hours at Yahoo!’s offices at 701 First Avenue, Sunnyvale, CA 94089 for a period of at least ten days prior to the annual meeting.

 

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Q: How many directors can I vote for?

 

A: Ten. The Board currently consists of fourteen directors. Directors Roy J. Bostock, Vyomesh Joshi, Arthur H. Kern and Gary L. Wilson have volunteered not to stand for re-election at the annual meeting and will no longer serve on the Board following the election of directors at the annual meeting. The Board has reduced the size of the Board from fourteen to ten directors, effective upon the election of directors at the annual meeting. Accordingly, at the annual meeting, shareholders can vote for up to ten nominees for director.

 

Q: What is the difference between a “beneficial holder” and a “shareholder of record”?

 

A: Whether you are a “beneficial holder” or a “shareholder of record” with respect to your shares depends on how you hold your shares:

 

     Beneficial holders: Most shareholders of Yahoo! hold their shares through a broker, bank or other nominee (that is, in “street name”) rather than directly in their own names. If you hold shares in street name, you are a “beneficial holder” of those shares, and the proxy materials, together with a PURPLE voting instruction form, will be forwarded to you by your broker, bank or other nominee.

 

     Shareholders of record: If you hold shares directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the “shareholder of record” with respect to those shares, and the proxy materials, together with a PURPLE proxy card, have been sent directly to you by Yahoo!.

 

Q: Can I attend the annual meeting? What do I need for admission?

 

A: You are entitled to attend the annual meeting if you were a shareholder of record or a beneficial holder as of the close of business on [], 2012, or you hold a valid legal proxy for the annual meeting. If you are a shareholder of record, your name will be verified against the list of shareholders of record prior to your being admitted to the annual meeting. You should be prepared to present photo identification for admission. If you are a beneficial holder, you will need to provide proof of beneficial ownership on the record date, such as a brokerage account statement showing that you owned Yahoo! stock as of the record date, a copy of the voting instruction form provided by your broker, bank or other nominee, or other similar evidence of ownership as of the record date, as well as your photo identification, for admission. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the annual meeting.

 

Q: How can I vote my shares in person at the annual meeting?

 

A: If you hold shares as the shareholder of record, you have the right to vote those shares in person at the annual meeting. If you choose to do so, you can vote using the ballot provided at the meeting or, if you received a printed set of the proxy materials by mail, by submitting at the meeting the proxy card enclosed with the proxy materials you received. Since a beneficial holder is not the shareholder of record, if you are a beneficial holder of shares, you may not vote those shares in person at the annual meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the meeting using the ballot provided at the meeting. Even if you plan to attend the annual meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the annual meeting.

 

Q: How can I vote my shares without attending the annual meeting?

 

A: You may direct how your shares are voted without attending the annual meeting in one of the following ways:

 

   

Internet. If you hold shares as the shareholder of record, you can submit a proxy over the Internet to vote those shares at the annual meeting by accessing the website shown on your PURPLE proxy card

 

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and following the instructions provided. If you are a beneficial owner of shares, your broker, bank or other nominee may also permit you to provide instructions electronically over the Internet to direct how those shares are voted at the annual meeting. Please follow the instructions provided by your broker, bank or other nominee with respect to the PURPLE voting instruction form.

 

   

Telephone. If you hold shares as the shareholder of record, you can submit a proxy over the telephone to vote those shares at the annual meeting by calling the toll-free number shown on your PURPLE proxy card and following the simple recorded instructions. If you are a beneficial owner of shares, your broker, bank or other nominee may also permit you to provide instructions by telephone to direct how those shares are voted at the annual meeting. Please follow the instructions provided by your broker, bank or other nominee with respect to the PURPLE voting instruction form.

 

   

Mail. You may submit a proxy or voting instructions by mail to vote your shares at the annual meeting. Please mark, date, sign and return the PURPLE proxy card or voting instruction form enclosed with the proxy materials you received.

 

     The granting of proxies electronically is allowed by Section 212(c)(2) of the Delaware General Corporation Law.

 

Q: What does it mean if I receive more than one PURPLE proxy card or voting instruction form?

 

A: If your shares are registered differently or are in more than one account, you will receive a PURPLE proxy card or voting instruction form for each account. To ensure that all of your shares are voted, please follow the instructions you receive for each account to complete, sign, date and return each PURPLE proxy card or voting instruction form you receive or to submit your proxy or voting instructions by telephone or over the Internet.

 

     To ensure shareholders have the Company’s latest proxy information and materials to vote, the Board of Directors expects to conduct multiple mailings prior to the date of the annual meeting and, as a result, you may receive more than one copy of the PURPLE proxy card or voting instruction form regardless of whether or not you have previously submitted your proxy or voting instructions. Whether or not you plan to attend the annual meeting in person, you are urged to mark, date, sign and return a PURPLE proxy card or voting instruction form in the postage-paid envelope provided, or vote electronically over the Internet or by telephone, as promptly as possible. Only the latest dated proxy or voting instructions you submit will be counted.

 

Q: What should I do if I receive a proxy card or voting instruction form from or on behalf of the Third Point Entities?

 

     The Third Point Entities have provided notice that that they intend to nominate the Third Point Nominees for election as directors at the annual meeting and solicit proxies from shareholders in support of the Third Point Nominees. The Third Point Nominees are not endorsed by our Board. You may receive proxy solicitation materials from the Third Point Entities, including an opposition proxy statement and proxy card. OUR BOARD OF DIRECTORS URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM SENT TO YOU BY OR ON BEHALF OF THE THIRD POINT ENTITIES. Even if you have previously submitted a proxy or voting instructions with respect to the director nominees solicited by the Third Point Entities, you have the right to change your vote. If you are a shareholder of record, you may change your vote by marking, dating, signing and returning the enclosed PURPLE proxy card in the postage-paid envelope provided or by following the instructions on the PURPLE proxy card to submit your proxy electronically over the Internet or by telephone. Only the latest dated proxy you submit will be counted. If you are a beneficial holder, please follow the voting instructions provided by your bank, broker or other nominee to change your vote.

 

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     We urge you to disregard any proxy card or voting instruction form sent to you by the Third Point Entities or on behalf of any person other than Yahoo!. Please note that if you submit a non-PURPLE proxy card or voting instruction form to “WITHHOLD AUTHORITY” to vote your shares with respect to any of the Third Point Nominees, that submission will not cause your shares to be counted as a vote “FOR” any of the Board’s nominees and will result in the revocation of any previous proxy or voting instructions you may have submitted using Yahoo!’s PURPLE proxy card or voting instruction form.

 

Q: How will my shares be voted if I do not provide specific voting instructions in the PURPLE proxy card or voting instruction form that I submit?

 

A: If you submit a PURPLE proxy card or voting instruction form without giving specific voting instructions on one or more matters listed in the notice for the meeting, your shares will be voted as recommended by our Board on such matters, and as the proxyholders may determine in their discretion how to vote with respect to any other matters properly presented for a vote at the meeting.

 

Q: Can I change my vote or revoke my proxy?

 

A: You may change your vote or revoke your proxy at any time before your proxy is voted at the annual meeting. If you are a shareholder of record, you may change your vote or revoke your proxy by: (1) delivering to Yahoo! (Attention: Corporate Secretary) at the address on the first page of this proxy statement a written notice of revocation of your proxy; (2) submitting an authorized proxy bearing a later date using one of the alternatives described above under “How can I vote my shares without attending the annual meeting?”; or (3) attending the annual meeting and voting in person. Attendance at the meeting in and of itself, without voting in person at the meeting, will not cause your previously granted proxy to be revoked. For shares you hold in street name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at the annual meeting, by attending the meeting and voting in person.

 

     Please note that the submission of a later dated proxy card or voting instruction form, including any non-PURPLE proxy card or voting instruction form that you may have received from the Third Point Entities or on behalf of any person other than Yahoo!, will revoke any proxy or voting instructions you may have previously submitted by telephone, over the Internet or by mail, including by using a PURPLE proxy card or voting instruction form. Accordingly, please note that if you submit a non-PURPLE proxy card or voting instruction form to “WITHHOLD AUTHORITY” to vote your shares with respect to any of the Third Point Nominees, that submission will not cause your shares to be counted as a vote “FOR” any of the Board’s nominees and will result in the revocation of any previous proxy or voting instructions you may have submitted using Yahoo!’s PURPLE proxy card or voting instruction form.

 

Q: How many shares must be present or represented to conduct business at the annual meeting?

 

A: The quorum requirement for holding the annual meeting and transacting business is that holders of a majority of the outstanding shares of common stock entitled to vote must be present in person or represented by proxy. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. See “What effect do withhold votes, abstentions and broker non-votes have on the proposals?” below for more information concerning the effect of withhold votes, abstentions and broker non-votes.

 

Q: What if a quorum is not present at the meeting?

 

A: If a quorum is not present at the scheduled time of the annual meeting, we may adjourn the meeting, either with or without the vote of the shareholders. If we propose to have the shareholders vote whether to adjourn the meeting, the proxyholders will exercise their discretion to vote all shares for which they have authority in favor of the adjournment.

 

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Q: What vote is required to approve each of the proposals?

 

A: Election of Directors. Yahoo! has adopted a majority voting standard for non-contested director elections and a plurality voting standard for contested elections. The voting standard is discussed further under the section titled “Proposal No. 1 Election of Directors—Voting Standard.”

 

     Because the number of nominees timely nominated for election at the annual meeting exceeds the number of directors to be elected at the meeting, the election of directors at the annual meeting is a contested election. As a result, directors will be elected by a plurality of the votes cast at the annual meeting, meaning that the ten nominees receiving the most votes will be elected. Only votes cast “FOR” a nominee will be counted. If you submit the PURPLE proxy card or voting instruction form and do not indicate otherwise, your shares will be voted “FOR ALL” of the ten nominees named in Proposal No. 1 in this proxy statement.

 

     Other Proposals. The proposals regarding advisory approval of the Company’s executive compensation, approval of the amendment to the 1995 Stock Plan, approval of the amendment to the Directors’ Plan and ratification of the appointment of PricewaterhouseCoopers LLP each requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on that proposal. Please note, however, that the proposals regarding the advisory approval of the Company’s executive compensation and the ratification of the appointment of PricewaterhouseCoopers LLP are advisory only and will not be binding on the Company, the Board or any committee of the Board. The results of the votes on those two advisory proposals will be taken into consideration by the Company, the Board or the appropriate committee of the Board, as applicable, when making future decisions regarding these matters.

 

Q: What effect do withhold votes, abstentions and broker non-votes have on the proposals?

 

A: Withhold Votes and Abstentions. In the election of directors, shareholders can withhold authority to vote their shares with respect to all of the Board’s nominees as a group by voting “WITHHOLD FOR ALL” or with respect to one or more, but not all, of the director nominees by voting “FOR ALL EXCEPT” and indicating for which individual nominees the shareholder is withholding voting authority. Withhold votes will result in the applicable nominees receiving fewer “FOR” votes for purposes of determining the ten nominees receiving the most votes. Only the ten nominees receiving the most “FOR” votes will be elected as directors. In all other matters, shareholders can “ABSTAIN” from voting on the matter. Abstentions have the same effect as votes “AGAINST” the matter. Withhold votes and abstentions will be counted as present and entitled to vote for purposes of determining the presence of a quorum at the annual meeting.

 

     Broker Non-Votes. For brokerage accounts that receive proxy materials from or on behalf of both Yahoo! and the Third Point Entities, all items listed in the notice for the meeting will be considered non-routine matters. In that case, if you do not submit any voting instructions to your broker, your shares will not be counted in determining the outcome of any of the proposals at the annual meeting, nor will your shares be counted for purposes of determining whether a quorum exists. However, if you receive proxy materials only from Yahoo!, a broker is entitled to vote shares held for a beneficial holder on routine matters, such as the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, without instructions from the beneficial holder of those shares. On the other hand, a broker is not entitled to vote shares held for a beneficial holder on certain non-routine items, such as the election of directors, the advisory approval of the Company’s executive compensation, the amendment to the 1995 Stock Plan or the amendment to the Directors’ Plan, absent instructions from the beneficial holders of such shares. Consequently, if you receive proxy materials only from Yahoo! and you do not submit any voting instructions to your broker, your broker may exercise its discretion to vote your shares on the proposal to ratify the appointment of PricewaterhouseCoopers LLP. If your shares are voted on this item as directed by your broker, your shares will constitute “broker non-votes” on each of the non-routine items and will not be counted in determining the number of shares necessary for approval of the non-routine items, although they will count for purposes of determining whether a quorum exists.

 

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Q: What happens if additional matters are presented at the annual meeting?

 

A: If you grant a proxy using the PURPLE proxy card solicited by Yahoo!, the persons named as proxyholders, Scott Thompson and Michael J. Callahan, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.

 

     Other than the matters and proposals described in this proxy statement, we have not received valid notice of any other business to be acted upon at the annual meeting.

 

Q: Who will count the votes?

 

A: [] will tabulate the votes and act as Inspector of Elections.

 

Q: Where can I find the voting results of the annual meeting?

 

A: Yahoo! will report voting results by filing a Current Report on Form 8-K within four business days following the date of the annual meeting. If final voting results are not known when such report is filed, they will be announced in an amendment to such report within four business days after the final results become known.

 

Q: Who will bear the cost of soliciting votes for the annual meeting?

 

A: Yahoo! is making this solicitation of proxies and will bear all related costs. Yahoo! estimates that the total expenditures relating to its current proxy solicitation (other than salaries and wages of officers and employees) will be approximately $[], of which approximately $[] has been incurred as of the date of this proxy statement. These costs will include the expense of preparing and mailing proxy solicitation materials for the annual meeting and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation materials regarding the annual meeting to beneficial holders of Yahoo! common stock. Yahoo! will conduct the solicitation personally, telephonically, over the Internet or by facsimile through its officers, directors and employees identified in Appendix A, none of whom will receive additional compensation for assisting with the solicitation. Yahoo! may also solicit shareholders through press releases issued by the Company, advertisements in periodicals and postings on the Company’s website at []. Yahoo! has also retained Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies and related services, for a fee estimated to be approximately $[] plus an amount to cover expenses. In addition, Yahoo! has agreed to indemnify Innisfree against certain liabilities arising out of or in connection with the engagement. Innisfree has advised Yahoo! that approximately [] of its employees will be involved in the proxy solicitation by Innisfree on behalf of Yahoo!. Yahoo! may incur other expenses in connection with the solicitation of proxies for the annual meeting.

 

Q: May I propose actions for consideration at next year’s annual meeting or nominate individuals to serve as directors?

 

A: Yes. The following requirements apply to shareholder proposals, including director nominations, for the 2013 annual meeting of shareholders.

 

     Requirements for Shareholder Proposals to be Considered for Inclusion in Proxy Materials:

 

    

Shareholders interested in submitting a proposal for inclusion in the proxy materials distributed by us for the 2013 annual meeting of shareholders may do so by following the procedures prescribed in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be eligible for inclusion, shareholder proposals must be received by us no later than [], 2013 and must comply with the Company’s

 

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  bylaws and regulations of the SEC under Rule 14a-8 of the Exchange Act regarding the inclusion of shareholder proposals in company-sponsored proxy materials. If we change the date of the 2013 annual meeting of shareholders by more than 30 days from the anniversary of this year’s meeting, shareholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for the 2013 annual meeting of shareholders. Proposals should be sent to Yahoo!’s Corporate Secretary at 701 First Avenue, Sunnyvale, California 94089.

 

     Requirements for Shareholder Proposals Not Intended for Inclusion in Proxy Materials and for Nomination of Director Candidates:

 

     Shareholders who wish to nominate persons for election to the Board at the 2013 annual meeting of shareholders or who wish to present a proposal at the 2013 annual meeting of shareholders, but who do not intend for such proposal to be included in the proxy materials distributed by us for such meeting, must deliver written notice of the nomination or proposal to the Corporate Secretary at the above address no earlier than [], 2013 and no later than [], 2013 (provided, however, that if the 2013 annual meeting of shareholders is held earlier than [], 2013 or later than [], 2013, nominations and proposals must be received no later than the close of business on the tenth day following the day on which the notice or public announcement of the date of the 2013 annual meeting of shareholders is first mailed or made, as applicable, whichever occurs first). The shareholder’s written notice must include certain information concerning the shareholder and each nominee and proposal, as specified in Yahoo!’s bylaws, and must comply with the other requirements specified in Yahoo!’s bylaws. In addition, shareholders may propose director candidates for consideration by the Company’s Nominating and Corporate Governance Committee (the “Nominating/Governance Committee”) by following the procedures set forth under “Nominating and Corporate Governance Committee” beginning on page 21 of this proxy statement.

 

     Copy of Bylaws:

 

     To obtain a copy of the Company’s bylaws at no charge, you may write to Yahoo!’s Corporate Secretary at the above address. A current copy of the bylaws is also available on our corporate website at www.yahoo.com. The bylaws may be found on our website as follows: From our main web page, first click on “Company Info” at the bottom of the page, then on “Corporate Governance” under the “Investor Relations” heading and then on “Bylaws” under the “Document” heading.

 

Q: Are proxy materials for the 2012 annual meeting available electronically?

 

A: Yes. This proxy statement and the 2011 Annual Report are available electronically at [].

 

Q: May I elect to receive Yahoo! shareholder communications electronically rather than through the mail?

 

A: Yes. If you received your annual meeting materials by mail, we encourage you to help us to conserve natural resources, as well as significantly reduce Yahoo!’s printing and mailing costs, by signing up to receive your shareholder communications via e-mail. With electronic delivery, we will notify you via e-mail as soon as the annual report and the proxy statement are available on the Internet, and you will be able to review those materials and submit your shareholder vote online. Electronic delivery can also help reduce the number of bulky documents in your personal files and eliminate duplicate mailings. To sign up for electronic delivery:

 

   

If you are a shareholder of record (i.e., you hold your Yahoo! shares in your own name through our transfer agent, Computershare Trust Company, N.A., or you have stock certificates), visit www.computershare.com/investor.

 

   

If you are a beneficial holder (i.e., your shares are held by a broker, bank or other nominee), visit www.icsdelivery.com/yhoo/index.html to enroll.

 

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     Your electronic delivery enrollment will be effective until you cancel it. If you have questions about electronic delivery, please contact us by mail at Investor Relations, Yahoo! Inc., 701 First Avenue, Sunnyvale, California 94089 or by telephone at (408) 349-3382.

 

Q: Who can I contact if I have questions or need assistance in voting my shares, or if I need additional copies of the proxy materials?

 

A: Please contact Innisfree M&A Incorporated, the firm assisting the Company in the solicitation of proxies, at:

INNISFREE M&A INCORPORATED

501 Madison Avenue

New York, New York 10022

Shareholders May Call Toll-Free: (877) 750-9499

Banks & Brokers May Call Collect: (212) 750-5833

 

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CERTAIN BACKGROUND INFORMATION

As noted above, the Third Point Entities have notified the Company of their intention to nominate the Third Point Nominees for election to the Company’s Board of Directors at the annual meeting. This section outlines material discussions and contacts the Company has had with representatives of the Third Point Entities from September 2011 to April 27, 2012.

In August 2011, the Company’s Board of Directors convened a special meeting of independent directors to undertake action aimed at increasing shareholder value and positioning the Company for growth. In September 2011, the Board announced a leadership change, removing Carol Bartz as the Company’s Chief Executive Officer and commencing the search for a new Chief Executive Officer. At that time, the Company named Timothy R. Morse, the Company’s Chief Financial Officer, as interim Chief Executive Officer. Shortly thereafter, on September 8, 2011, Third Point LLC (“Third Point”) and Mr. Loeb filed a Schedule 13D with the SEC reporting an ownership interest in the Company of approximately 5.15%. On that same date, Third Point filed with the SEC a letter addressed to our Board as an exhibit to the Schedule 13D that, among other things, demanded the resignation of each of Roy Bostock, Arthur Kern and Vyomesh Joshi from the Board. The letter further stated that Third Point wanted to present potential director candidates to the Board but was prepared to propose its own slate of directors at the Company’s next annual meeting of shareholders if necessary.

On September 12, 2011, Roy Bostock, the Chairman of the Board of the Company, and Jerry Yang, a director and co-founder of the Company, talked with representatives of Third Point, including Mr. Loeb. During the call, Mr. Loeb stated that Third Point intended to pursue whatever efforts were necessary to remove Mr. Bostock from the Board. In a letter to Mr. Yang dated September 14, 2011, Mr. Loeb expressed Third Point’s willingness to support Mr. Yang and present him with suggestions of candidates for our Board.

On November 4, 2011, the Company issued a public statement relating to the comprehensive strategic review being undertaken by the Board. The Company’s statement explained that the strategic review was being managed for the benefit of all shareholders and guided by outside counsel for the independent directors and investment bankers retained separately by the Board. The statement also noted that the Board controlled the strategic review process, managed day-to-day by the Transactions and Strategic Planning Committee (the “Transactions Committee”) of four independent directors, and that Mr. Yang had the same fiduciary duties as all other directors – to serve the best interests of all of the Company’s shareholders. The Company’s statement was issued in response to a Third Point press release dated November 4, 2011 that questioned the manner in which the Company was conducting its strategic review process and that stated, among other things, that Mr. Yang’s interests were not aligned with the Company’s shareholders. Third Point’s press release demanded that Third Point be “awarded” two board seats and that Messrs. Bostock and Yang resign.

On January 4, 2012, the Board announced the appointment of Scott Thompson as Chief Executive Officer and President. Mr. Thompson served as President of PayPal, a division of eBay, Inc., an internet auction and shopping company, from January 2008 until January 2012, and has a deep understanding of global online businesses, experience in transforming business models to deliver growth and increased value, and experience in integrating customer experience with innovative technology.

On January 17, 2012, the Company announced that Mr. Yang had resigned from the Board and all other positions with the Company effective as of that day.

On February 7, 2012, the Board announced that Messrs. Bostock, Joshi, Kern and Wilson had each volunteered not to stand for election at the annual meeting. The Board also announced, effective that date, that the Board had appointed Alfred Amoroso, former President and Chief Executive Officer of Rovi Corporation, and Maynard Webb, Jr., Chairman and former Chief Executive Officer of LiveOps, Inc. and former Chief Operating Officer of eBay, Inc., to the Board. On February 7, 2012, Mr. Thompson and Brad Smith, an

 

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independent director of Yahoo!, had a telephone conversation with Mr. Loeb. Mr. Thompson and Mr. Smith discussed with Mr. Loeb the announcements the Company had just made, including the appointment of Mr. Amoroso and Mr. Webb. Mr. Thompson and Mr. Smith also asked Mr. Loeb for his input on the Board’s process and for suggestions of specific Board candidates or characteristics. A more detailed background description of Messrs. Webb and Amoroso, each of whom is a nominee for election to the Board at the annual meeting, is included below in the section titled “Nominees” in Proposal No. 1.

As part of the Board’s consideration of other potential director candidates, between February 17, 2012 and March 14, 2012, members of the Nominating/Governance Committee spoke with each of the three Third Point Nominees not employed by Third Point to consider their qualifications as director candidates. During this same period, Mr. Thompson and a number of independent members of the Board spoke separately with Mr. Loeb. In these conversations, Mr. Loeb discussed why he believed his candidates were qualified to serve on the Board and the rationale for his nominating each, including himself.

On March 12, 2012, the Third Point Entities delivered to the Company notice of their intention to nominate the Third Point Nominees for election at our annual meeting and made a demand for a list of the Company’s shareholders and other shareholder list materials. On March 16, 2012, the Company delivered to the Third Point Entities and counsel a draft confidentiality agreement to permit the disclosure of shareholder list materials in response to the demand. On March 27, 2012, the Third Point Entities provided a signed copy of the confidentiality agreement to the Company. Subsequently, the Company arranged for delivery of shareholder list materials to the Third Point Entities.

On March 14, 2012, the Company issued a press statement stating that the Board’s Nominating/Governance Committee was continuing to review a wide range of highly qualified candidates. The statement further noted that the Nominating/Governance Committee had included the Third Point Nominees as candidates in the committee’s thorough review process and would make its recommendations for new independent directors to the full Board in due course. On that same day, prior to the issuance of the press statement, Third Point sent a letter to Mr. Thompson expressing disappointment in the Company’s Board selection process and stating that the Company’s response to the Third Point Nominees had been dismissive.

Between March 23, 2012 and March 25, 2012, Mr. Thompson, with the authorization and at the direction of the Board, had a number of conversations with Mr. Loeb. In view of the Third Point Entities’ significant ownership position and the Nominating/ Governance Committee’s consideration of the qualifications of Mr. Harry Wilson, Mr. Thompson proposed that one of Mr. Loeb’s nominees, Mr. Wilson, and a second individual, not one of Third Point Nominees but mutually acceptable to both the Third Point Entities and the Board, join the Board in settlement of the proxy contest. Mr. Loeb rejected this proposal and declined to end the Third Point Entities’ proxy solicitation unless he personally was appointed to the Board.

On March 25, 2012, the Board announced that it had appointed the following persons as directors, effective April 5, 2012: (i) John D. Hayes, Executive Vice President and Chief Marketing Officer of American Express Company; (ii) Peter Liguori, former Chief Operating Officer of Discovery Communications, Inc. and former Chairman and President of Entertainment of Fox Broadcasting Company; and (iii) Thomas McInerney, the former Chief Financial Officer of IAC/InterActiveCorp. A more detailed background description of each of these directors, each of whom is a nominee for election to the Board at the annual meeting, is included below in the section titled “Nominees” in Proposal No. 1.

In its press release dated March 25, 2012 announcing these new director appointments, the Company stated that the Board remains open to hearing Third Point’s ideas and to working constructively with Third Point, but believes that appointing Mr. Loeb to the Board is not in the best interest of the Company and its shareholders.

 

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board currently consists of fourteen directors. Directors Roy J. Bostock, Vyomesh Joshi, Arthur H. Kern and Gary L. Wilson have volunteered not to stand for re-election at the annual meeting and will no longer serve on the Board following the election of directors at the annual meeting. The Board has reduced the size of the Board from fourteen to ten directors, effective upon the election of directors at the annual meeting. Accordingly, at the annual meeting, the shareholders will elect ten directors to serve until the 2013 annual meeting of shareholders and until the directors’ respective successors are elected and qualified. Unless marked otherwise, PURPLE proxy cards received by Yahoo! will be voted “FOR ALL” of the ten nominees named below.

Voting Standard

Shareholders are not entitled to cumulate votes in the election of directors. All nominees named below have consented to being named in this proxy statement and to serving as directors, if elected. If any nominee of the Board is unable or unwilling to serve as a director at the time of the annual meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by the Board. As of the date of this proxy statement, the Board has no reason to believe that any of the persons named below will be unable or unwilling to stand as a nominee or serve as a director if elected.

Our bylaws provide that, in an uncontested election, each director would be elected by a majority of votes cast. A “majority of votes cast” means the number of shares voted “FOR” a director exceeds the number of shares voted “AGAINST” that director. In addition, our Corporate Governance Guidelines (“Guidelines”) include a director resignation policy that requires each incumbent director nominee to submit to the Board an irrevocable letter of resignation from the Board and all committees thereof, which would become effective if that director were to not receive a majority of votes cast and the Board were to determine to accept such resignation. In such circumstances, the Nominating/Governance Committee, composed entirely of Independent Directors (as defined below), would evaluate and make a recommendation to the Board with respect to the submitted resignation. The Board would be required to take action on such a recommendation within 90 days following certification of the shareholder vote. No director may participate in the Nominating/Governance Committee’s or the Board’s consideration of his or her own resignation. Yahoo! would publicly disclose the Board’s decision including, if applicable, the reasons for rejecting a resignation.

The majority voting standard does not apply, however, in a contested election. An election is deemed to be contested if the Secretary of the Company has received one or more notices that a shareholder or shareholders intend to nominate a person or persons for election to the Board, which notice(s) purport to be in compliance with Section 2.5 of the Company’s bylaws, and the nomination(s) have not been withdrawn by the proposing shareholder(s) on or prior to the tenth day preceding the date the Company first mails the notice of meeting for the annual meeting of shareholders (regardless of whether the nominations are subsequently withdrawn and regardless of whether the Board determines that any such notice is not in compliance with Section 2.5 of the bylaws). In such circumstances, directors are instead elected by a plurality of the votes cast, meaning that the ten nominees receiving the most votes will be elected. Because the number of nominees timely nominated for election at the annual meeting exceeds the number of directors to be elected at the meeting, the election of directors at the annual meeting is a contested election. As a result, directors will be elected by a plurality of the votes cast at the annual meeting, meaning that the ten nominees receiving the most votes will be elected. Only votes cast “FOR” a nominee will be counted.

Nominees

With regard to the election to take place at the annual meeting, the Board has selected the ten persons identified in this proxy statement as its nominees for election to the Board at the annual meeting. We believe that

 

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each of the Board’s director nominees possesses an ability, as demonstrated by recognized success in his or her field and, where applicable, demonstrated contributions to the Board, to make meaningful and necessary contributions to the Board’s oversight of the business and affairs of the Company, and an impeccable reputation of integrity and competence in his or her personal and professional activities. The recommendation of the Board is based on its carefully considered judgment that the experience, record and qualifications of the Board’s director nominees make them the best candidates to serve on the Board.

The names of the Board’s nominees, their ages as of April 5, 2012 and their positions with the Company are set forth below, followed by certain other information about them:

 

Name

   Age     

Position

Scott Thompson

     54       Chief Executive Officer, President and Director

Alfred J. Amoroso

     62       Director

Patti S. Hart

     56       Director

John D. Hayes

     57       Director

Susan M. James

     66       Director

David W. Kenny

     50       Director

Peter Liguori

     51       Director

Thomas J. McInerney

     47       Director

Brad D. Smith

     47       Director

Maynard G. Webb, Jr.

     56       Director

Each of Mses. Hart and James and Messrs. Kenny and Smith was elected to be a director for a one-year term at the Company’s annual meeting of shareholders held on June 23, 2011. Mr. Thompson joined the Board on January 9, 2012, Messrs. Amoroso and Webb joined the Board on February 7, 2012, and Messrs. Hayes, Liguori and McInerney joined the Board on April 5, 2012.

In 2011, the Board determined to initiate a search for a new Chief Executive Officer and formed a special committee to lead this search (the “Search Committee”). The Search Committee engaged a nationally recognized third-party search firm to assist it in identifying and evaluating potential candidates based on specifications established by the Search Committee with input from the Board and taking into consideration the Company’s strategic direction and the business environment. Mr. Thompson was identified as a potential Chief Executive Officer candidate during the search for the Company’s Chief Executive Officer when he contacted the Search Committee. The Search Committee met numerous times in 2011 to evaluate potential candidates for the Chief Executive Officer position and conducted interviews of several potential candidates, including Mr. Thompson. Following the process undertaken by the Search Committee, Mr. Thompson was recommended by the Search Committee for appointment as the Company’s Chief Executive Officer and by the Nominating/Governance Committee for appointment to the Board.

In 2012, the Board announced that it would add new independent directors to bring new experiences, expertise and perspectives to the Board to best position the Company for future growth. The Nominating/Governance Committee engaged a nationally recognized third-party search firm to assist it in identifying and evaluating potential director candidates. In considering potential candidates to the Board, the Nominating/Governance Committee developed a skills matrix to assist it in considering the appropriate mix of experience, skills and attributes required of an individual director and in recommending a board of directors that, as a whole, would be effective and responsive to the needs and concerns of our shareholders. In evaluating and selecting director candidates, the Nominating/Governance Committee used this matrix to assess the qualifications and skills represented by the current Board members and to determine whether potential Board candidates’ qualifications and skills would complement or enhance the mix of skills on the Board. In addition to the core director criteria that should be satisfied by each director or nominee as described under “Corporate Governance—Meetings and Committees of the Board—Nominating and Corporate Governance Committee,” the

 

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Nominating/Governance Committee considered that the following skills and attributes, among others, were desired to be represented on the Board as a whole:

 

   

Public company chief executive officer experience

 

   

Current executive experience

 

   

Transformational leadership experience

 

   

Business development/mergers and acquisitions experience

 

   

Financial expertise

 

   

Consumer Internet experience

 

   

Digital media/advertising experience

 

   

Mobile experience

 

   

Social ecosystems experience

 

   

Technology entrepreneurship

 

   

Knowledge of platform dependent environments

 

   

Leadership of an engineering organization

 

   

Global operational expertise

Each of Messrs. Amoroso, Hayes, Liguori, McInerney and Webb was initially identified as a potential nominee by the third party search firm engaged by the Nominating/Governance Committee and, following a process undertaken by the Nominating/Governance Committee, was recommended by the Nominating/Governance Committee for appointment to the Board.

There are no family relationships among any of the directors or executive officers of the Company. Our Board has affirmatively determined that each of Messrs. Amoroso, Hayes, Kenny, Liguori, McInerney, Smith and Webb and Mses. Hart and James is an independent director (“Independent Director”) under applicable SEC rules, the listing standards of The NASDAQ Stock Market (“NASDAQ”) and the Company’s Guidelines. The process undertaken by the Nominating/Governance Committee with respect to the recommendation of director nominees to the Board is described below under “Corporate Governance—Meetings and Committees of the Board—Nominating and Corporate Governance Committee.”

Set forth below is a brief biographical description of each of our director nominees. The primary individual experience, qualifications, attributes and skills of each of our directors that led to the Nominating/Governance Committee’s and Board’s conclusion that such director should serve as a member of the Board are also described in the following paragraphs.

Mr. Thompson has served as our Chief Executive Officer and President and as a member of our Board since January 2012. Mr. Thompson served as President of PayPal, a division of eBay, Inc., an internet auction and shopping company, from January 2008 until January 2012. From February 2005 to January 2008, Mr. Thompson served as PayPal’s Senior Vice President, Chief Technology Officer. From September 2001 to February 2005, Mr. Thompson served as Executive Vice President of Technology Solutions at Inovant, LLC, a subsidiary of Visa USA, a U.S. payment technology company. From 1998 to September 2001, Mr. Thompson was Chief Technology Officer and Executive Vice President of Technology & Support Services for Visa USA. Mr. Thompson also serves on the board of directors of F5 Networks, Inc., a provider of solutions for the delivery of software applications across networks, and Splunk Inc., a provider of enterprise software for collecting, indexing and harnessing machine data. Mr. Thompson holds a Bachelor’s degree in accounting and computer science from Stonehill College. Mr. Thompson was selected as a director nominee principally because, as the Company’s Chief Executive Officer and President, he has in-depth knowledge of the Company’s operations,

 

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strategy, financial condition and competitive position. In addition, Mr. Thompson has a deep understanding of global online businesses, experience in transforming business models to deliver growth and increased value, and experience in integrating customer experience with innovative technology. Mr. Thompson also possesses strong organizational and operational skills.

Mr. Amoroso has served as a member of our Board since February 2012. Mr. Amoroso has served as an Executive Advisor to the senior management of Rovi Corporation (“Rovi”), a provider of digital entertainment technology, since December 2011. Mr. Amoroso served as the President and Chief Executive Officer of Rovi from July 2005 to December 2011 and served on Rovi’s board of directors from July 2005 through April 2012. Mr. Amoroso served on the board of directors of Foundry Networks, Inc., a provider of networking hardware, from October 2000 to December 2008 and as Chairman from January 2007 to December 2008. Previously, he served as an advisor in the Information Technology and Communications practice of Warburg Pincus, an investment firm, from September 2004 to June 2005. From July 2002 to August 2004, Mr. Amoroso served as the President, Chief Executive Officer and Vice Chairman of META Group, an information technology research and advisory firm. From October 1999 until its merger with International Business Machines (“IBM”) in January 2002, Mr. Amoroso served as President, Chief Executive Officer and as a director of CrossWorlds Software, Inc., a provider of business process integration software. From November 1993 to October 1999, Mr. Amoroso held various positions at IBM, a global technology company, including as a member of the worldwide management committee. Mr. Amoroso holds a Bachelor’s degree in systems engineering and a Master’s degree in operations research from Polytechnic Institute of Brooklyn. Mr. Amoroso was selected as a director nominee due to his extensive senior management experience with global technology companies, including transformational leadership experience, and his experience serving on public company boards and committees.

Ms. Hart has served as a member of our Board since June 2010. Ms. Hart was appointed as the Chief Executive Officer of International Game Technology (“IGT”), a global provider of electronic gaming equipment and systems products, in April 2009 and has served on its board of directors since June 2006. Ms. Hart also served as President of IGT from April 2009 until July 2011. Prior to joining IGT, Ms. Hart was the Chairman and Chief Executive Officer of Pinnacle Systems, Inc., a digital video hardware and software company (now a subsidiary of Avid Technology, Inc.), from 2004 to 2005, and of Excite@Home, Inc., a high-speed broadband Internet service provider, from 2001 to 2002. She previously served as a director of Korn/Ferry International, Inc., an executive search firm, Lin TV Corporation, a television station holding company, and Spansion LLC, a flash-memory chip manufacturer. Ms. Hart holds a Bachelor’s degree in marketing and economics from Illinois State University. Ms. Hart was selected as a director nominee due to her extensive leadership experience in consumer Internet and technology companies, her experience in relevant technology platforms including video and broadband, and her public company board and committee experience.

Mr. Hayes has served as a member of our Board since April 2012. Mr. Hayes has served as Executive Vice President of American Express Company, a global financial services company, since May 1995 and as Chief Marketing Officer since August 2003. Mr. Hayes served as President of Lowe & Partners, an advertising agency, from 1992 to 1994. Mr. Hayes is a member of the Board of Regents of Seton Hall University. Mr. Hayes holds a Bachelor’s degree in communications from Seton Hall University. Mr. Hayes was selected as a director nominee due to his extensive senior leadership experience at a global services company and his deep expertise in advertising and digital marketing. Mr. Hayes was also selected for his experience in customer and brand engagement through leveraging social, digital and next generation technology platforms in the consumer and business to business marketing arena.

Ms. James has served as a member of our Board since January 2010. Ms. James joined Ernst & Young LLP, a global accounting services firm, in 1975, serving as a partner from 1987 until her retirement in June 2006, and as a consultant from June 2006 to December 2009. During her tenure with Ernst & Young, she was the lead partner or partner-in-charge of audit work for a number of significant technology companies, including Intel Corporation, Sun Microsystems, Inc., Amazon.com, Inc., Autodesk, Inc., and Hewlett-Packard Company, as well as for the Ernst & Young North America Global Account Network. She also served on the Ernst & Young

 

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Americas Executive Board of Directors from January 2002 through June 2006. Currently, Ms. James serves as a director of Applied Materials, Inc., a supplier of nanotechnology materials, and Coherent, Inc., a laser and optical component manufacturer. She is a certified public accountant (inactive) and a member of the American Institute of Certified Public Accountants. Ms. James also serves as President and on the board of directors of the Tri-Valley Animal Rescue, a non-profit organization dedicated to providing homes for homeless pets. Ms. James holds Bachelor’s degrees from Hunter College and San Jose State University. Ms. James was selected as a director nominee due to her extensive auditing experience and financial expertise, including at complex global technology companies, as well as her senior leadership experience, which provide a strong foundation to serve as the Chair of our Audit and Finance Committee.

Mr. Kenny has served as a member of our Board since April 2011. Since January 2012, Mr. Kenny has served as Chairman and Chief Executive Officer of The Weather Channel Companies, a group of companies providing weather news and data. He served as President of Akamai Technologies, Inc., a service provider for accelerating and improving the delivery of content and applications over the Internet, from September 2010 to October 2011, as a director from July 2007 to October 2011 and as Senior Advisor from October 2011 to December 2011. From June 2008 to June 2010, Mr. Kenny was Managing Partner of VivaKi, which is the media and digital arm of Publicis Groupe (“Publicis”), an advertising and communications company. He served on the Directoire (Management Board) of Publicis from January 2008 to June 2010. From August 1997 to May 2008, Mr. Kenny was Chief Executive Officer of Digitas, Inc., a relationship marketing services firm which was acquired by Publicis in 2007. He was a director of Digitas from 1997 to 2008 and Chairman from 1999 to 2008. Mr. Kenny currently serves as a director of Teach For America, a non-profit organization dedicated to eliminating educational inequity. He was a director of The Corporate Executive Board Company, which provides research and analysis on corporate strategy and operations, from February 1999 to August 2010. Mr. Kenny holds a Bachelor’s degree from the General Motors Institute (Kettering University) and an M.B.A. degree from Harvard University. Mr. Kenny was selected as a director nominee due to his extensive senior leadership experience with global digital media, advertising and technology companies.

Mr. Liguori has served as a member of our Board since April 2012. Mr. Liguori served as Senior Executive Vice President and Chief Operating Officer of Discovery Communications, Inc., a global media and entertainment company, from January 2010 to December 2011. From March 2009 to December 2009, Mr. Liguori was a consultant to Comcast Corp., a cable television, internet and telephone service provider. Prior to that, Mr. Liguori served as Chairman, Entertainment of Fox Broadcasting Company (“Fox”), a commercial broadcasting television network, from July 2007 until March 2009 and had served as President, Entertainment of Fox since 2005. Prior to that, Mr. Liguori served as the President and Chief Executive Officer of FX Networks, an entertainment cable network owned by Fox, from 1998 until 2005. Mr. Liguori is a director of The Topps Company, Inc., a manufacturer of chewing gum, candy and collectibles, and MGM Holdings Inc., the ultimate parent company of the MGM family of companies, including Metro-Goldwyn-Mayer Studios Inc., a producer and distributor of motion pictures, television programming, home video and interactive media. Mr. Liguori holds a Bachelor’s degree from Yale University. Mr. Liguori was selected as a director nominee due to his extensive senior leadership experience in global media and entertainment companies and his longtime expertise in consumer marketing, media and programming.

Mr. McInerney has served as a member of our Board since April 2012. Mr. McInerney served as Executive Vice President and Chief Financial Officer of IAC/InterActiveCorp (“IAC”), an Internet company, from January 2005 to March 2012. From January 2003 through December 2005, he also served as Chief Executive Officer of the retailing division of IAC (which included HSN, Inc. and Cornerstone Brands). From May 1999 to January 2003, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster Entertainment, Inc. (“Ticketmaster”), formerly Ticketmaster Online-CitySearch, Inc., a live entertainment ticketing and marketing company which was acquired by IAC. From 1988 to 1999, Mr. McInerney worked at Morgan Stanley, a global financial services firm, most recently as a Principal. Mr. McInerney serves on the board of directors of HSN, Inc., a television and online retailer, and Interval Leisure Group, Inc., a provider of membership and leisure services to the vacation industry. He holds a Bachelor’s degree in economics from Yale

 

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University and an M.B.A. degree from Harvard University. Mr. McInerney was selected as a director nominee due to his extensive senior leadership experience at a complex Internet company, his expertise in finance, restructuring, mergers and acquisitions and operations and his public company board and committee experience.

Mr. Smith has served as a member of our Board since June 2010. Mr. Smith has served as President and Chief Executive Officer of Intuit Inc., a provider of business and financial management software, and as member of its board of directors since January 2008. He was Senior Vice President and General Manager of Intuit’s Small Business Division from May 2006 to December 2007 and Senior Vice President and General Manager of Intuit’s QuickBooks from May 2005 to May 2006. He also served as Senior Vice President and General Manager of Intuit’s Consumer Tax Group from March 2004 until May 2005 and as Vice President and General Manager of Intuit’s Accountant Central and Developer Network from February 2003 to March 2004. Prior to joining Intuit in 2003, Mr. Smith was Senior Vice President of Marketing and Business Development of Automatic Data Processing, Inc., a provider of business outsourcing solutions, where he held several executive positions from 1996 to 2003. Mr. Smith holds a Bachelor’s degree in business administration from Marshall University and a Master’s degree in management from Aquinas College. Mr. Smith was selected as a director nominee due to his deep experience with the distribution of large scale software solutions over the Internet and related next generation storage and hosting strategies. In addition, Mr. Smith has extensive experience in consumer products and general management from his service as Chief Executive Officer of a leading consumer software company.

Mr. Webb has served as a member of our Board since February 2012. Mr. Webb founded Webb Investment Network, a seed-stage venture capital firm (“WIN”), in June 2010 and serves as its sole Limited Partner. Mr. Webb has served as Chairman of the Board of LiveOps, Inc., a provider of cloud contact center solutions, since December 2008 and served as its Chief Executive Officer from December 2006 to July 2011. From June 2002 to August 2006, Mr. Webb served as Chief Operating Officer of eBay, Inc., an online global marketplace, and from August 1999 to June 2002, he served as President of eBay Technologies. Prior to that, Mr. Webb served as Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer, and Vice President and Chief Information Officer at Bay Networks, Inc., a manufacturer of computer networking products. Mr. Webb currently serves as a director of salesforce.com, inc., a provider of enterprise cloud computing and social enterprise solutions. Mr. Webb previously served as a director of Gartner, Inc., an information technology research and advisory firm; Hyperion Solutions Corp., a business performance management software company acquired by Oracle Corp. in 2007; and of various private companies, including AdMob, Inc., a mobile advertising company acquired by Google, Inc. in 2009, and Baynote Inc., a provider of personalized customer experience solutions. Mr. Webb holds a Bachelor’s degree from Florida Atlantic University. Mr. Webb was selected as a director nominee due to his extensive senior leadership experience in management, engineering and technical operations, including his transformational leadership at a global consumer Internet company, his mobile advertising experience and his deep knowledge of platform dependent environments.

Corporate Governance

Corporate Governance Guidelines

The Board, on the recommendation of the Nominating/Governance Committee, has adopted the Company’s Guidelines to assist the Board in the discharge of its duties and to serve the interests of the Company and its shareholders. The Company’s Guidelines can be found on our corporate website at www.yahoo.com. The Company’s Guidelines may be found as follows: From our main web page, first click on “Company Info” at the bottom of the page, then on “Corporate Governance” under the “Investor Relations” heading and then on “Corporate Governance Guidelines” under the “Document” heading.

Director Independence

The Company’s Guidelines provide that the Board shall be comprised of a majority of directors who, in the business judgment of the Board, qualify as Independent Directors.

 

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Each director’s relationships with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that have been identified were reviewed, and only those directors (i) who in the opinion of the Board have no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and (ii) who otherwise meet the requirements of the NASDAQ listing standards are considered Independent Directors.

The Board has affirmatively determined that all of its current directors, except Scott Thompson, who serves as Chief Executive Officer and President of the Company, are Independent Directors, that each of the members of the Nominating/Governance Committee, the Compensation and Leadership Development Committee (the “Compensation Committee”) and the Audit and Finance Committee (the “Audit Committee”) is an Independent Director and that each member of the Audit Committee meets the independence standards required for audit committee members under applicable SEC rules, the NASDAQ listing standards and the Company’s Guidelines. The Board also previously affirmatively determined that Eric Hippeau, who resigned from our Board effective April 1, 2011, was an Independent Director and met the independence standards required under applicable SEC rules, the NASDAQ listing standards and the Company’s Guidelines for membership on the Nominating/Governance Committee.

Our Independent Directors are:

 

   

Roy J. Bostock*

   

Alfred J. Amoroso

   

Patti S. Hart

   

John D. Hayes

   

Susan M. James

   

Vyomesh Joshi*

   

David W. Kenny

   

Arthur H. Kern*

   

Peter Liguori

   

Thomas J. McInerney

   

Brad D. Smith

   

Maynard G. Webb, Jr.

   

Gary L. Wilson*

 

 

* Messrs. Bostock, Joshi, Kern and Wilson have volunteered not to stand for re-election at the annual meeting and will no longer serve on the Board following the election of directors at the annual meeting.

The Board considered each of the transactions described below in making its affirmative determination that each non-employee director is independent pursuant to the NASDAQ listing standards, the Company’s Guidelines, and the additional standards established by NASDAQ and the SEC for members of the Audit Committee. In each case, the Board affirmatively determined that, because of the nature of the director’s relationship with the entity and/or the amount involved, the relationship did not, or would not, interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities as a director.

The Board’s independence determinations included reviewing the following transactions and relationships between Yahoo! and other parties, none of which transactions exceeded 1 percent of either party’s annual gross revenues during fiscal 2011:

 

   

Transactions in the ordinary course of business with companies, or their applicable subsidiaries, for which the following directors or former directors served as an executive officer or employee: Messrs. Amoroso, Hayes, Hippeau, Kenny, Smith and Webb.

 

   

Relationships and transactions in the ordinary course of business involving aggregate payments greater than or equal to $10,000 with companies, or their applicable subsidiaries, for which the following directors or former directors served as a non-employee director: Messrs. Bostock, Hippeau, McInerney, Webb and Wilson.

 

   

A discretionary charitable contribution of advertising valued not in excess of $15,000 by the Company to a non-profit entity with which Mr. Bostock is affiliated.

 

   

A matching payment of $1,000 to a non-profit entity with which Ms. James is affiliated, which was made under the Company-sponsored charitable award program open to all U.S. employees and directors.

 

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A former relationship between Mr. Thompson and WIN, a venture capital firm owned by Mr. Webb. Mr. Thompson was part of WIN’s affiliate network and serves on the board of directors of Zuora Inc., one of WIN’s portfolio companies. The WIN affiliate network is comprised of approximately 75 technology executives. Members of the WIN affiliate network are given the opportunity to consult with, advise and/or invest in WIN’s portfolio companies.

 

   

The Company’s relationship with and investment in a venture capital fund managed by SOFTBANK Capital for which Mr. Hippeau serves as a Special Partner. Pursuant to a 1999 partnership agreement, the Company invested on the same terms and on the same basis as all other limited partners.

Meetings and Committees of the Board

During fiscal 2011, the Board held 16 meetings. During fiscal 2011, each incumbent director attended at least 75 percent of the aggregate of the total number of meetings of the Board held during the period in which he or she was a director and the total number of meetings held by all of the committees of the Board on which he or she served during the period in which he or she served on the committee. Independent Directors of our Board meet in regularly scheduled sessions without management. Mr. Bostock, the Company’s independent, non-executive Chairman of the Board, chairs the executive sessions of the Board. The Board has a standing Audit Committee, Compensation Committee, Nominating/Governance Committee and Transactions Committee. The Board also forms special committees and subcommittees from time to time, such as the Search Committee.

Audit and Finance Committee. The Company has a separately-designated Audit Committee established in accordance with Section 3(a)(58)(A) and Section 10A(m) of the Exchange Act. The Audit Committee consists of four of the Company’s Independent Directors: Mses. James (Chair) and Hart and Messrs. Joshi and Wilson. The Audit Committee met 8 times during fiscal 2011. The Audit Committee (i) is responsible for the appointment, retention and termination of the Company’s independent registered public accounting firm, (ii) monitors the effectiveness of the audit effort, the Company’s financial and accounting organization and its system of internal controls and disclosure controls, and (iii) oversees certain financial activities of the Company, including management’s financial risk assessment and financial risk management policies. Each member of the Audit Committee is independent within the meaning of applicable SEC rules, the NASDAQ listing standards and the Company’s Guidelines. The Board has determined that each of Ms. James and Mr. Wilson qualifies as an audit committee financial expert within the meaning of SEC rules and is an Independent Director.

The Audit Committee is governed by a charter, which was amended on April 14, 2011. A copy of the current amended charter is available on our corporate website at www.yahoo.com. The charter may be found as follows: From our main web page, first click on “Company Info” at the bottom of the page, then on “Corporate Governance” under the “Investor Relations” heading and then on “Audit and Finance Committee” under the “Committee Charters” heading.

Compensation and Leadership Development Committee. The Compensation Committee consists of three of the Company’s non-employee directors: Messrs. Kern (Chair) and Smith and Ms. James. Each of the members of the Compensation Committee is an Independent Director and an “outside director” under Section 162(m) of the U.S. Internal Revenue Code (“Section 162(m)”). Mr. Wilson also served as a member of the Compensation Committee until June 2011. The Compensation Committee held 11 meetings during fiscal 2011.

The Compensation Committee is governed by a charter, the current version of which is available on our corporate website at www.yahoo.com. The charter may be found as follows: From our main web page, first click on “Company Info” at the bottom of the page, then on “Corporate Governance” under the “Investor Relations” heading and then on “Compensation and Leadership Development Committee” under the “Committee Charters” heading.

 

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Pursuant to its charter, the Compensation Committee’s responsibilities include the following:

 

   

reviewing the Company’s executive compensation programs in light of the Company’s goals and objectives for these programs and approving or recommending to the Board any changes in these programs as the Compensation Committee deems appropriate;

 

   

reviewing the Company’s equity compensation and other employee benefit plans in light of the Company’s goals and objectives for these plans and approving or recommending to the Board any changes to these plans as the Compensation Committee deems appropriate;

 

   

evaluating annually the performance of the Company’s Chief Executive Officer in coordination with the Nominating/Governance Committee and setting his or her compensation level based on this evaluation;

 

   

evaluating annually the performance of the executive officers, other than the Chief Executive Officer, and setting their compensation level based on this evaluation;

 

   

reviewing and approving any employment, severance or termination arrangements to be made with any current or former executive officer of the Company;

 

   

establishing the criteria for granting options and other equity-based awards to the Company’s officers and other employees and approving the terms of such awards;

 

   

establishing stock ownership guidelines applicable to the Company’s executive officers and outside directors and monitoring compliance with such guidelines;

 

   

reviewing and making recommendations to the Board with respect to shareholder proposals and advisory votes related to executive compensation matters; and

 

   

periodically reviewing the Company’s organizational development activities in order to retain and attract top leadership talent.

The Compensation Committee is also responsible for reviewing and discussing with management the Company’s Compensation Discussion and Analysis and, based on such discussion, making a recommendation to the Board on whether the Compensation Discussion and Analysis should be included in the Company’s proxy statement and/or Annual Report on Form 10-K. The Compensation Committee prepares the Compensation Committee Report for inclusion in the Company’s proxy statement and/or Annual Report on Form 10-K.

The Compensation Committee also reviews and makes recommendations regarding the compensation paid to the Company’s non-employee directors. However, the full Board determines the compensation for the Company’s non-employee directors.

The Compensation Committee may form subcommittees of at least two members and delegate to its subcommittees such power and authority as it deems appropriate, except that the Compensation Committee may not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Compensation Committee as a whole. The Compensation Committee has not delegated and has no current intention to delegate any of its authority with respect to determining executive officer compensation to any subcommittee. The Compensation Committee confers with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers, among other things, the recommendations of the Chief Executive Officer. However, the Compensation Committee is solely responsible for making the final decisions on compensation for the individuals listed in the Summary Compensation Table in this proxy statement (the “Named Executive Officers”).

Pursuant to its charter, the Compensation Committee is authorized to retain and terminate such independent counsel, compensation and benefits consultants, and other outside experts or advisers as it believes to be

 

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necessary or appropriate to carry out its duties. In accordance with the charter of the Compensation Committee, a compensation consultant engaged to advise the Compensation Committee with respect to executive and director compensation is not permitted to engage in work for the Company that is unrelated to executive and director compensation. The Compensation Committee retained Frederic W. Cook & Co., Inc. as independent compensation consultants for 2011. During 2011, the independent compensation consultants advised the Compensation Committee on trends in executive and director compensation, determination of pay programs, assessment of competitive pay levels and mix (e.g., proportion of fixed pay to incentive pay and proportion of annual cash pay to long-term incentive pay), risk management in the Company’s executive compensation program and setting compensation levels for the Company’s executive officers and members of the Board.

Compensation Committee Interlocks and Insider Participation. Messrs. Kern (Chair), Wilson and Smith and Ms. James are the persons who served on the Compensation Committee during the 2011 fiscal year. No person who served as a member of the Compensation Committee during the 2011 fiscal year was an officer or employee of the Company during the 2011 fiscal year. No person who served as a member of the Compensation Committee during the 2011 fiscal year was formerly an officer of the Company. No person who served as a member of the Compensation Committee during the 2011 fiscal year had a direct or indirect material interest in any transaction since the beginning of the 2011 fiscal year or any currently proposed transaction in which the Company was or is to be a participant and the amount involved exceeded or exceeds $120,000.

Nominating and Corporate Governance Committee. The members of the Nominating/Governance Committee are Ms. Hart (Chair) and Messrs. Kenny and Kern, and each is an Independent Director. Mr. Hippeau served as a member of the Nominating/Governance Committee until January 2011. Mr. Bostock served as a member of the committee until April 2011 when Mr. Kenny joined the committee. The Nominating/Governance Committee met 7 times during fiscal 2011.

The Nominating/Governance Committee is governed by a charter, the current version of which is available on our corporate website at www.yahoo.com. The charter may be found as follows: From our main web page, first click on “Company Info” at the bottom of the page, then on “Corporate Governance” under the “Investor Relations” heading and then on “Nominating and Corporate Governance Committee” under “Committee Charters” heading.

Under its charter, the functions of the Nominating/Governance Committee include (i) identifying and recommending to the Board individuals qualified to serve as directors of the Company and on the committees of the Board; (ii) advising the Board with respect to matters of board composition, procedures and committees; (iii) assessing the appropriateness of a director nominee who does not receive a “majority of votes cast” in an uncontested election of directors to continue to serve as a director and recommending to the Board the action to be taken with respect to any letter of resignation submitted by such director; (iv) developing and recommending to the Board a set of corporate governance principles applicable to the Company and overseeing corporate governance matters generally; (v) overseeing the annual evaluation of the Board and its committees; (vi) overseeing in coordination with the Compensation Committee the annual performance evaluation process for the Chief Executive Officer; and (vii) assisting the Board in reviewing the succession plan for the Chief Executive Officer.

The Nominating/Governance Committee will consider director candidates recommended by shareholders. In evaluating candidates submitted by shareholders, the Nominating/Governance Committee will consider (in addition to the criteria applicable to all director candidates described below) the needs of the Board and the qualifications of the candidate, and may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. To have a candidate considered by the Nominating/Governance Committee, a shareholder must submit the recommendation in writing and must include the following information:

 

   

The name of the shareholder and evidence of the shareholder’s ownership of Company stock, including the number of shares owned and the length of time of ownership; and

 

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The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the Company and the candidate’s consent to be named as a director if selected by the Nominating/Governance Committee and nominated by the Board.

The Nominating/Governance Committee may require additional information as it deems reasonably required to determine the eligibility of the director candidate to serve as a member of the Board.

The shareholder recommendation and information described above must be sent to the Corporate Secretary at Yahoo! Inc., 701 First Avenue, Sunnyvale, California 94089. For a candidate to be considered for nomination by the Nominating/Governance Committee at an annual meeting, a shareholder recommendation must be received not less than 120 days prior to the anniversary date of the Company’s most recent annual meeting of shareholders.

The Nominating/Governance Committee believes that the minimum qualifications for service as a director of the Company are that a nominee possesses (i) an ability, as demonstrated by recognized success in his or her field, to make meaningful contributions to the Board’s oversight of the business and affairs of the Company, and (ii) an impeccable reputation of integrity and competence in his or her personal and professional activities. Pursuant to its charter, the Nominating/Governance Committee’s evaluation of potential candidates is consistent with the Board’s criteria for selecting new directors. Such criteria include an understanding of the Company’s business environment and the possession of such knowledge, skills, expertise, integrity and diversity as may enhance the Board’s ability to manage and direct the affairs and business of the Company and, where applicable, improve the ability of Board committees to fulfill their duties. The Nominating/Governance Committee also takes into account, as applicable, the satisfaction of any independence requirements imposed by any applicable laws, regulations or rules and the Company’s Guidelines.

While the Nominating/Governance Committee does not have formal objective criteria for determining the diversity desired or represented on the Board, the committee considers and assesses the diversity (which may include, among other things, an assessment of gender, age, race, national origin, education, professional experience and differences in viewpoints and skills) of potential candidates and the current Board members when evaluating the Board’s composition and recommending candidates for nomination.

The Nominating/Governance Committee may receive suggestions of candidates from current Board members, the Company’s executive officers or other sources, which may be either unsolicited or in response to requests from the Nominating/Governance Committee. The Nominating/Governance Committee may also, from time to time, engage firms that specialize in identifying director candidates. As described above, the Nominating/Governance Committee will also consider candidates recommended by shareholders.

After a person has been identified by the Nominating/Governance Committee as a potential candidate, the Nominating/Governance Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating/Governance Committee determines that the candidate warrants further consideration, the Chair or another member of the Nominating/Governance Committee may contact the candidate. Generally, if the candidate expresses a willingness to be considered and to serve on the Board, the Nominating/Governance Committee may request information from the candidate, review his or her accomplishments and qualifications and conduct one or more interviews with the candidate and members of the committee or other Board members. The Nominating/Governance Committee may consider all this information in light of information regarding any other candidates that the Nominating/Governance Committee evaluates for membership on the Board. In certain instances, Nominating/Governance Committee members or other Board members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have first-hand knowledge of the candidate’s accomplishments. The Nominating/Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder, although, as stated above, in the case of such a

 

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candidate the Board may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.

Transactions and Strategic Planning Committee. The Transactions Committee is composed of five of the Company’s non-employee directors, Messrs. Smith (Chair), Amoroso, Joshi, Kenny and Wilson, and each is an Independent Director. Mr. Hippeau served as chair of the committee until his resignation from the Board effective April 2011. Mr. Kenny joined the committee as its chair in April 2011 and served as chair until September 2011, when Mr. Smith became chair of the committee. Mr. Wilson joined the Transactions Committee in June 2011 and Mr. Amoroso joined the committee in February 2012. The Transactions Committee met 13 times during fiscal 2011.

The Transactions Committee is governed by a charter, the current version of which is available on our corporate website at www.yahoo.com. The charter may be found as follows: From our main web page, first click on “Company Info” at the bottom of the page, then on “Corporate Governance” under the “Investor Relations” heading and then on “Transactions and Strategic Planning Committee” under the “Committee Charters” heading.

Under its charter, the functions of the Transactions Committee include reviewing and approving (or recommending that the Board approve) potential acquisitions, divestitures, investments, joint ventures and strategic alliances and leases or licenses of assets or property. The Transactions Committee also oversees the Company’s strategic business plan and implementation.

Board Leadership Structure

Our Board is led by an Independent Director serving as non-executive Chairman, currently Mr. Bostock. Our Board has determined that having an Independent Director serve as the non-executive Chairman of the Board is in the best interests of shareholders at this time and allows the Chairman to focus on the effectiveness and independence of the Board while the Chief Executive Officer focuses on executing the Company’s strategy and managing the Company’s operations and performance.

The Board’s Role in Risk Oversight

Our Board serves an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Company’s officers are responsible for the Company’s day-to-day risk management activities. The Company, through its internal auditors, has established an enterprise risk framework for identifying, aggregating, quantifying and evaluating risk across the enterprise. The risk framework is integrated with the Company’s annual planning, audit scoping and control evaluation management by our internal auditors. The review of financial risk management is a dedicated periodic agenda item for the Audit Committee, whose responsibilities include periodically reviewing management’s financial risk assessment and financial risk management policies, the Company’s major financial risk exposures, and the steps management has taken to monitor and control such exposures. Our other Board committees also consider and address risk as they perform their committee responsibilities. For example, the Compensation Committee discusses and reviews compensation arrangements for the Company’s executive officers to avoid incentives that would promote excessive risk-taking that is reasonably likely to have a material adverse effect on the Company, the Transactions Committee considers risks associated with the Company’s strategic business plans, including potential transactions over certain dollar thresholds, and the Nominating/Governance Committee oversees risks associated with operations of the Board and its governance structure. Further, at each Board meeting, the General Counsel reports on litigation, regulatory, public policy and other legal risks that may affect the Company. The full Board monitors risks through regular reports from each of the committee chairs and the General Counsel, and is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters. We believe the division of risk management responsibilities described above is an effective approach for evaluating and addressing the risks facing the Company and that our Board leadership structure supports this approach because

 

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it allows our Independent Directors, through the independent committees and non-executive Chairman, to exercise effective oversight of the actions of management.

With respect to the Company’s compensation arrangements, the Company has reviewed its compensation policies and practices and concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. In particular, the Compensation Committee, with input from its independent compensation consultant, Frederic W. Cook & Co., Inc., assessed the compensation arrangements for the Company’s executive officers and concluded that they do not encourage unnecessary or excessive risk-taking. The Compensation Committee believes that the design of the Company’s annual cash and long-term equity incentives for its executives provides an effective and appropriate mix of incentives to focus executives on long-term shareholder value creation and does not encourage taking short-term risks at the expense of long-term results. While the Company’s performance-based cash bonuses for executives are based on the achievement of annual target goals, the amount of such bonuses are based on a percentage of salary and are capped under the bonus plans, and the bonus programs represent a small percentage of executives’ overall total compensation opportunities. The Compensation Committee and the Company further have discretion under the bonus plans to reduce bonus payments based on individual performance. In addition, a significant portion of each executive’s compensation is in the form of long-term incentive equity awards. Long-term incentive awards are generally made on an annual basis and are subject to a multi-year vesting schedule which helps ensure that award recipients always have significant value tied to long-term stock price performance.

The Company recognizes that hedging against losses in Company shares may disturb the alignment between shareholders and executives that the Company’s stock ownership policy (as described in the “Compensation Discussion and Analysis” below) and equity awards are intended to build. Accordingly, the Company has incorporated prohibitions on various hedging activities within its insider trading policy, which applies to directors, officers and employees. The policy prohibits all short sales of Company stock and any trading in derivatives (such as put and call options or forward transactions) that relate to Company securities. The insider trading policy also prohibits pledging Company stock as collateral for a loan, purchasing Company stock on margin, and holding Company stock in a margin account. In exceptional circumstances, the Board may grant an exception to these latter prohibitions.

Code of Ethics

The Board has adopted a code of ethics, which is posted on the Company’s website at www.yahoo.com. The code of ethics may be found as follows: From our main webpage, first click on “Company Info” at the bottom of the page, then on “Corporate Governance” under the “Investor Relations” heading and then click on “Yahoo! Code of Ethics” under the “Document” heading.

The Company’s code of ethics applies to the Company’s directors and employees, including our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Global Controller, and to contractors of the Company. The code of ethics sets forth the fundamental principles and key policies and procedures that govern the conduct of the Company’s business. The Company’s employees receive training on the code of ethics. We intend to disclose any amendment to, or waiver from, certain provisions of the code of ethics for our directors and executive officers, including our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Global Controller or persons performing similar functions, by posting such information on our website, at the address and location specified above.

Succession Planning

Management Succession. The Board of Directors considers succession planning and senior management development to be one of its most important responsibilities. In accordance with the Company’s Guidelines, the Board is responsible for reviewing the Company’s succession planning and senior management development on an annual basis, considering, among other factors the Board deems appropriate, the Company’s strategic

 

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direction, organizational and operational needs, competitive challenges, leadership/management potential and development, and emergency situations. To assist the Board with its review, the Chief Executive Officer shall provide the Nominating/Governance Committee with a performance assessment of senior management and their succession potential to the position of Chief Executive Officer, including in the event of an unexpected emergency, along with a review of any development plans recommended for such individuals. Members of management with high potential to succeed in the Company are provided with additional responsibilities to expose them to diverse areas within the Company, with the goal of developing well-rounded and experienced senior leaders. These individuals may also be positioned to interact more frequently with the Board so that the directors can become familiar with these executives. The Board and the Chief Executive Officer also have the authority to consider persons outside of the Company and to engage third party consultants or search firms to assist in the succession planning process. In addition, the Compensation Committee is responsible for periodically reviewing the Company’s organizational development activities in order to retain and attract top leadership talent. The Nominating/Governance Committee and Compensation Committee will report the summary results of these assessments to the Board on an annual basis or more frequently if warranted.

Director Succession. In accordance with the Company’s Guidelines, succession planning for directors is the responsibility of the full Board, with the assistance of the Nominating/Governance Committee. As described above under “—Nominating and Corporate Governance Committee,” the Nominating/Governance Committee regularly reviews the composition of the Board and assesses the balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole. The Board also discusses the results of the Board’s annual self-evaluation to determine what action, if any, would improve the Board and committee performance. When it is determined that a new director should be added to the Board or that a successor to a current director is necessary or desirable, the Nominating/Governance Committee considers the appropriate mix of experience, skills and attributes required of an individual director that will complement and enhance the effectiveness of the Board as a whole. Based on these skills and attributes, the Nominating/Governance Committee identifies and recommends to the Board individuals qualified to serve as directors of the Company. The Board as a whole then evaluates and selects director nominees for election to the Board at the annual meetings of shareholders and for filling vacancies or new directorships on the Board that may occur between annual meetings. The Nominating/Governance Committee may periodically engage a third party search firm to assist the Nominating/Governance Committee and the Board in identifying potential director candidates for appointment to the Board in the event of both planned and unplanned vacancies on the Board. The Board also periodically considers appropriate successors to the position of Chairman of the Board based on the ideal skills, experiences and characteristics that the Board deems are in the best interest of the shareholders at that time. See the section titled “—Board Leadership Structure” above.

Communications with Directors

The Board has established a process to receive communications from shareholders. Shareholders and other interested parties may contact any member (or all members) of the Board, or the non-management directors as a group, any Board committee or any chair of any such committee by mail or electronically. To communicate with the Board or any member, group or committee thereof, correspondence should be addressed to the Board or any member, group or committee thereof by name or title. All such correspondence should be sent “c/o Corporate Secretary” at 701 First Avenue, Sunnyvale, California 94089 or electronically to CorporateSecretary@yahoo-inc.com.

All communications received as set forth in the preceding paragraph will be opened and reviewed by the Corporate Secretary or his or her designees for the sole purpose of determining whether the contents represent a message to our directors. The Corporate Secretary or his or her designee will forward copies of all correspondence that, in the opinion of the Corporate Secretary or his or her designee, deals with the functions of the Board or its committees or that he or she otherwise determines requires the attention of any member, group or committee of the Board.

 

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Policy for Attending Annual Meeting of Shareholders

It is the Company’s policy that directors are invited and encouraged to attend the annual meeting of shareholders. Nine of the ten directors elected to the Board at the 2011 annual meeting of shareholders were in attendance at that meeting.

Director Compensation

Each non-employee director receives an annual retainer fee of $80,000 and an additional fee of $2,000 for in-person attendance at any meeting of the Board in excess of six meetings in a calendar year. The non-executive Chairman of the Board receives an annual fee of $200,000, the chair of the Audit Committee receives an annual fee of $35,000, each member of the Audit Committee (other than the chair) receives an annual fee of $10,000, the Chair of the Transactions Committee receives an annual fee of $35,000, each member of the Transactions Committee (other than the chair) receives an annual fee of $10,000 and the chair of each of the Compensation and Nominating/Governance Committees receives an annual fee of $15,000. In 2011, the chair of the Search Committee also received an annual fee of $15,000. In addition, non-employee directors may participate in the Company’s matching gifts program which provides up to $1,000 in matching contributions per calendar year to eligible non-profit organizations. The Company also reimburses its non-employee directors for their out-of-pocket expenses incurred in connection with attendance at Board, committee and shareholder meetings, and other business of the Company.

The Directors’ Plan provides that each non-employee director of the Company serving on the Board immediately following an annual meeting of the Company’s shareholders will receive a grant of restricted stock units equal to a number to be determined by dividing $220,000 by the closing price of the Company’s common stock on the date of grant. New directors appointed or elected to the Board (other than in connection with an annual meeting) will receive an initial grant of restricted stock units upon their appointment or election, with the number of units subject to the grant to be determined as described above and pro-rated based on the portion of the year that has passed since the last annual meeting. The restricted stock units vest on a quarterly basis, with the final installment of annual grants vesting on the first to occur of the first anniversary of the date of grant of the award or the day before the annual meeting of shareholders for the calendar year following the year in which the award is granted. The vesting schedule for a prorated grant to a new director will coincide with the remaining vesting schedule applicable to the most recent round of the Company’s annual grants to non-employee directors. The restricted stock units will generally be paid in an equivalent number of shares of common stock on the earlier of the date the non-employee director’s service terminates and the last quarterly vesting date of the award, subject to any election by the non-employee director to defer the payment date. Subject to the aggregate share limit set forth in the Directors’ Plan, the Board may from time to time prospectively change the relative mixture of stock options and restricted stock units for the initial and annual award grants to non-employee directors and the methodology for determining the number of shares of the Company’s common stock subject to these grants without shareholder approval.

The Directors’ Plan provides certain benefits that are triggered by certain corporate transactions or death or total disability. In the event of the dissolution or liquidation of the Company, consummation of a sale of all or substantially all of the assets of the Company, or consummation of the merger or consolidation of the Company with or into another corporation in which the Company is not the surviving corporation or any other capital reorganization in which more than 50 percent of the shares of the Company entitled to vote are exchanged (a “Corporate Transaction”), options and restricted stock units granted under the Directors’ Plan will become fully vested, and the Company will provide each director optionee either a reasonable time within which to exercise the option or a substitute option with comparable terms as to an equivalent number of shares of stock of the corporation succeeding the Company or acquiring its business by reason of such Corporate Transaction. Outstanding restricted stock units will generally be paid in an equivalent number of shares of common stock immediately prior to the effectiveness of such Corporate Transaction. In the event of the director’s death or total disability, options and restricted stock units granted under the Directors’ Plan will become fully vested and, in the case of restricted stock units, immediately payable.

 

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Under the Directors’ Plan, a non-employee director may elect to have his or her fees that would otherwise be paid in cash converted into an award of either stock options or restricted stock units granted under the Directors’ Plan. If the director elects a stock option, the option would cover a number of shares of the Company’s common stock determined by multiplying his or her fee by three and dividing the product by the fair market value (i.e., closing price) of a share of the Company’s common stock on the grant date, which is generally the last day of the calendar quarter for which the applicable fees would have otherwise been paid. The exercise price of the stock option would be equal to the fair market value of a share of the Company’s common stock on the grant date. If the director elects a restricted stock unit award, he or she would be credited with a number of restricted stock units equal to the amount of his or her fee divided by the fair market value of a share of the Company’s common stock on the grant date, which is generally the last day of the calendar quarter for which the applicable fees would have otherwise been paid. Any stock option or restricted stock unit award granted upon conversion of such fees would be fully vested on the grant date.

Director Stock Ownership Guidelines

The Board has adopted stock ownership guidelines for the Company’s non-employee directors. Under these guidelines, each non-employee director should own shares of the Company’s common stock equal in value to $240,000 (three times the annual Board cash retainer). A non-employee director who does not satisfy the required Company stock ownership level must retain at least 50 percent of the net shares the director receives upon exercise or payment, as the case may be, of a Company equity award. For this purpose, the “net” shares received upon exercise or payment of an award are the total number of shares received, less the shares needed to pay any applicable exercise price of the award. Vested but unpaid restricted stock units count toward satisfaction of this threshold, but not outstanding vested or unvested options. Shares held in a trust established by the directors (and/or his or her spouse) for estate planning purposes count toward the guidelines if the trust is revocable by the director (and/or his or her spouse) or for the benefit of his or her family members.

Director Compensation Table—2011

A director who is also an employee of Yahoo! receives no additional compensation for serving on the Board or its committees. The following table presents fiscal year 2011 compensation information for Yahoo!’s directors who served during any part of the year (other than Carol Bartz, who appears in the Summary Compensation Table). Amounts shown under the headings “Stock Awards” and “Option Awards” present the aggregate grant date fair value of awards granted during fiscal year 2011 (as computed for financial accounting purposes) and do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by vesting in a restricted stock unit award or exercising a stock option).

 

Name

   Fees
Earned
or Paid
in Cash
($)
     Stock
Awards
($)(1)(2)
     Option
Awards
($)(3)(4)
     Non-Equity
Incentive Plan
Compensation
($)
     Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
     All Other
Compensation
($)
     Total
($)
 

Roy J. Bostock

     282,000         219,987         0         N/A         N/A         0         501,987   

Patti S. Hart(5)

     0         330,703         0         N/A         N/A         0         330,703   

Eric Hippeau(6)

     0         23,736         0         N/A         N/A         0         23,736   

Susan M. James(7)

     117,000         219,987         0         N/A         N/A         1,000         337,987   

Vyomesh Joshi(8)

     0         312,451         0         N/A         N/A         0         312,451   

David W. Kenny(9)

     69,464         270,608         0         N/A         N/A         0         340,072   

Arthur H. Kern(10)

     0         219,987         95,275         N/A         N/A         0         315,262   

Brad D. Smith

     88,750         219,987         0         N/A         N/A         0         308,737   

Gary L. Wilson(11)

     0         314,451         0         N/A         N/A         0         314,451   

Jerry Yang(12)

     0         0         0         N/A         N/A         1         1   

 

(1)

As required by SEC rules, amounts in the column “Stock Awards” present the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standards Board (“FASB”)

 

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  Accounting Standards Codification™ 718 Compensation—Stock Compensation (“FASB ASC 718”). These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by vesting in a restricted stock unit award). For information on the valuation assumptions used in these computations, refer to Note 11—“Employee Benefits” in the Notes to Consolidated Financial Statements included in our 2011 Form 10-K.

 

(2) On June 23, 2011, each of the non-employee directors elected at the 2011 Annual Meeting of Shareholders (namely, Messrs. Bostock, Joshi, Kenny, Kern, Smith, and Wilson and Mses. Hart and James) was granted an award of 14,588 restricted stock units under the Directors’ Plan. Each of these awards had a grant date fair value of $219,987. (The grant date fair values presented in the notes to this table have been determined, as required by applicable SEC rules, based on generally accepted accounting principles and SEC rules.) The number of unvested restricted stock units held by each director listed in the table above at December 31, 2011 was as follows: Mr. Bostock (7,294), Ms. Hart (7,294), Mr. Hippeau (0), Ms. James (7,294), Mr. Joshi (7,294), Mr. Kenny (7,294), Mr. Kern (7,294), Mr. Smith (7,294), Mr. Wilson (7,294) and Mr. Yang (0). The Directors’ Plan provides that non-employee directors may elect to defer payment of restricted stock units in certain circumstances. The number of vested but unpaid restricted stock units held by each director listed in the table above at December 31, 2011 was as follows: Mr. Bostock (31,653), Ms. Hart (17,724), Mr. Hippeau (0), Ms. James (7,294), Mr. Joshi (25,660), Mr. Kenny (7,294), Mr. Kern (27,128), Mr. Smith (7,294), Mr. Wilson (39,278) and Mr. Yang (0).

 

(3) As required by SEC rules, amounts shown in the column “Option Awards” present the aggregate grant date fair value of the awards computed in accordance with FASB ASC 718. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by exercising a stock option). For information on the valuation assumptions used in these computations, refer to Note 11—“Employee Benefits” in the Notes to Consolidated Financial Statements included in our 2011 Form 10-K.

 

(4) The number of outstanding options held by each director listed in the table above at December 31, 2011 was as follows: Mr. Bostock (283,860), Ms. Hart (0), Mr. Hippeau (65,064), Ms. James (0), Mr. Joshi (160,000), Mr. Kenny (0), Mr. Kern (407,839), Mr. Smith (0), Mr. Wilson (260,000) and Mr. Yang (0).

 

(5) In lieu of cash, Ms. Hart elected to receive payment of her Board and committee fees for 2011 in the form of restricted stock units. Accordingly, Ms. Hart was granted an award of 1,573 restricted stock units on March 31, 2011, which had a grant date fair value of $26,238; an award of 1,745 restricted stock units on June 30, 2011, which had a grant date fair value of $26,245; an award of 1,993 restricted stock units on September 30, 2011, which had a grant date fair value of $26,248; and an award of 1,983 restricted stock units on December 31, 2011, which had a grant date fair value of $31,986.

 

(6) Mr. Hippeau’s Board service ended April 1, 2011. In lieu of cash, Mr. Hippeau elected to receive payment of his Board and committee chair fees for 2011 in the form of restricted stock units. Accordingly, Mr. Hippeau was granted an award of 1,423 restricted stock units on March 31, 2011, which had a grant date fair value of $23,736.

 

(7) The amount presented in the “All Other Compensation” column for Ms. James consists of a matching payment of $1,000 to a charity designated by Ms. James under the Company-sponsored charitable award program open to all U.S. employees and directors.

 

(8) In lieu of cash, Mr. Joshi elected to receive payment of his Board and committee fees for 2011 in the form of restricted stock units. Accordingly, Mr. Joshi was granted an award of 1,348 restricted stock units on March 31, 2011, which had a grant date fair value of $22,485; an award of 1,496 restricted stock units on June 30, 2011, which had a grant date fair value of $22,500; an award of 1,708 restricted stock units on September 30, 2011, which had a grant date fair value of $22,494; and an award of 1,549 restricted stock units on December 31, 2011, which had a grant date fair value of $24,985.

 

(9) Mr. Kenny’s Board service commenced April 1, 2011. In connection with his election to the Board, Mr. Kenny was granted 3,006 restricted stock units on April 1, 2011, which had a grant date fair value of $50,621.

 

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(10) In lieu of cash, Mr. Kern elected to receive payment of his Board and committee chair fees for 2011 in the form of options to purchase the Company’s common stock. Accordingly, Mr. Kern was granted an option to purchase 4,271 shares on March 31, 2011 with an exercise price of $16.68, which had a grant date fair value of $22,658; an option to purchase 4,737 shares on June 30, 2011 with an exercise price of $15.04, which had a grant date fair value of $22,066; an option to purchase 5,410 shares on September 30, 2011 with an exercise price of $13.17, which had a grant date fair value of $30,233; and an option to purchase 4,789 shares on December 31, 2011 with an exercise price of $16.13, which had a grant date fair value of $20,318.

 

(11) In lieu of cash, Mr. Wilson elected to receive payment of his Board and committee fees for 2011 in the form of restricted stock units. Accordingly, Mr. Wilson was granted an award of 1,348 restricted stock units on March 31, 2011, which had a grant date fair value of $22,485; an award of 1,496 restricted stock units on June 30, 2011, which had a grant date fair value of $22,500; an award of 1,708 restricted stock units on September 30, 2011, which had a grant date fair value of $22,494; and an award of 1,673 restricted stock units on December 31, 2011, which had a grant date fair value of $26,985.

 

(12) Mr. Yang served as Chief Yahoo and a Board member until January 17, 2012. Mr. Yang received an annual base salary of $1 as an employee of the Company in 2011. Mr. Yang did not receive any cash or equity compensation for his service on the Board in 2011, and he did not participate in Yahoo’s executive bonus plan (the Executive Incentive Plan) or receive other compensation for his service as an employee of the Company in 2011.

Required Vote

Because the election of directors at the annual meeting is a contested election, each of the directors will be elected by a plurality of the votes cast, meaning that the ten nominees receiving the most votes will be elected. Only votes cast “FOR” a nominee will be counted. This required vote is discussed further above under the section titled “Proposal No. 1 Election of Directors—Voting Standard.”

Recommendation of the Board of Directors

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR ALL” OF THE NOMINEES NAMED ABOVE. IF YOU GRANT YOUR PROXY BY SIGNING AND RETURNING THE PURPLE PROXY CARD, YOUR PROXY WILL BE VOTED “FOR ALL” OF THE NOMINEES NAMED ABOVE UNLESS YOU SPECIFY OTHERWISE IN THE PROXY CARD.

THE BOARD URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM SENT TO YOU BY OR ON BEHALF OF THE THIRD POINT ENTITIES.

 

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PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Company is providing its shareholders with the opportunity to cast a non-binding, advisory vote to approve the compensation of the Named Executive Officers as disclosed in this proxy statement (including in the compensation tables and narratives accompanying those tables as well as in the Compensation Discussion and Analysis).

As described more fully in the “Compensation Discussion and Analysis” beginning on page 52 of this proxy statement, the Company’s executive compensation program is guided by the following philosophy, principles and business objectives:

 

   

Our people strategy is to attract and retain top talent in an extremely competitive marketplace.

 

   

We seek to provide competitive and responsible performance-oriented compensation to align with shareholder interests.

 

   

We target our resources toward key talent segments and individuals who have the ability to impact the near and long-term performance of the Company.

 

   

We believe in providing equity compensation to align employee and shareholder interests, and our long-term equity compensation programs are designed to focus rewards on those who have the greatest impact on long-term performance of the Company.

The Company’s executive compensation program includes a number of features intended to reflect best practices in the market and help ensure that the program reinforces shareholder interests. These features are described in more detail in the “Compensation Discussion and Analysis” and include the following:

 

   

Bonuses under the Company’s Executive Incentive Plan (“EIP”) are based on the Company’s achievement of financial performance goals. The aggregate bonus pool is capped based on Company performance factors, and the Compensation Committee retains full discretion to adjust bonus amounts if it determines the adjustment is warranted.

 

   

A substantial portion of executives’ compensation is awarded in the form of long-term incentive equity awards. In 2011, these awards consisted of stock options (which have value only if the Company’s stock price increases over the price at the time of grant) and restricted stock units (the value of which is also directly linked to the Company’s stock price). In addition, a substantial portion of the restricted stock units granted in 2011 to executives included, in addition to customary vesting requirements based on continued employment, additional vesting requirements based on the Company’s financial performance. There is no minimum vesting for these performance-based restricted stock units (i.e., all the performance-based units may be forfeited if minimum performance is not achieved), and the maximum number of stock units that may be earned based on performance is capped.

 

   

The Company’s performance-based vesting requirements are meaningful. The performance-based equity awards recently granted by the Company with respect to 2011 performance, as well as the 2011 EIP, paid out at less than “targeted” levels, and the 2009 restricted stock units granted with reference to total shareholder return for the three year performance period beginning in 2009 were forfeited with no payout, all as discussed in more detail on pages 58, 62 and 63 of the “Compensation Discussion and Analysis.”

 

   

To enhance the alignment of employee and shareholder interests, all of the Company’s executive officers are subject to the Company’s stock ownership policy, which was revised in April 2012 to include a stock retention requirement.

 

   

The Company adopted a policy on the recoupment of compensation (a “clawback” policy) in April 2012.

 

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The Compensation Committee retains and, in setting the Company’s executive compensation policies, regularly seeks the advice of an independent compensation consultant.

 

   

The Company’s mix of long-term equity awards, selection of performance criteria for its incentive programs and oversight of compensation programs, together with other programs including the Company’s stock ownership policy, are designed to mitigate risk by emphasizing a long-term focus on compensation and financial performance.

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related rules of the SEC, the Board will request your advisory vote on the following resolution at the annual meeting:

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed in this proxy statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

This vote is an advisory vote only and will not be binding on the Company, the Board or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Board or the Compensation Committee. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers.

The Company’s current policy is to provide shareholders with an opportunity to approve the compensation of the Named Executive Officers each year at the annual meeting of shareholders. It is expected that the next such vote will occur at the 2013 annual meeting of shareholders.

Required Vote

Approval of this Proposal No. 2 requires the affirmative vote of the holders of a majority of the Company’s common stock present at the annual meeting in person or by proxy and entitled to vote on this proposal.

Recommendation of the Board of Directors

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF EXECUTIVE COMPENSATION. IF YOU GRANT YOUR PROXY BY SIGNING AND RETURNING THE PURPLE PROXY CARD, YOUR PROXY WILL BE VOTED “FOR” THIS PROPOSAL UNLESS YOU SPECIFY OTHERWISE IN THE PROXY CARD.

 

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PROPOSAL NO. 3

APPROVAL OF AMENDMENT TO THE 1995 STOCK PLAN

We are asking the Company’s shareholders to approve an amendment to the 1995 Stock Plan as described below. The amendment was adopted, subject to shareholder approval, by the Board of Directors on April 26, 2012.

As is customary in incentive plans of this nature, the 1995 Stock Plan provides that outstanding awards under the 1995 Stock Plan, as well as the exercise or purchase prices of awards and the plan’s share limits, as applicable, are subject to adjustment in the event of certain corporate transactions that affect the Company’s common stock, including recapitalizations, combinations, stock splits, stock dividends and other similar events. This adjustment provision is intended to preserve the levels of incentives and benefits intended under the awards when they were granted by taking into account the impact of these events on the value of the Company’s common stock. The 1995 Stock Plan currently provides for an adjustment in the event of a dividend of stock or other property but not in the event of an extraordinary cash dividend.

The proposed amendment would provide for an adjustment to be made in the event that the Company determines in the future to pay an extraordinary cash dividend to its shareholders. The Board of Directors approved the proposed amendment based on its belief that, in the event an extraordinary cash dividend were paid to shareholders, it would be appropriate to make equitable and proportionate adjustments to the equity awards of employees to take into account the effect that the dividend would have on the value of the Company’s common stock given that employees holding unvested or unexercised stock options or restricted stock units would not be entitled to receive such dividend with respect to their awards. Any such adjustment would be made to the extent necessary to preserve (but not increase) the level of incentives intended by the then-outstanding equity awards. This amendment is intended to provide the Company with the flexibility to determine to pay an extraordinary cash dividend to shareholders in the future without negatively impacting the outstanding equity awards of employees. The Board has made no determination as of this date as to whether any such dividend will ever be paid.

The Company believes this amendment will help the Company to continue to attract and retain employees in a competitive labor market, which is essential to the Company’s long-term growth and success.

The proposed amendment would not result in an increase to the aggregate number of shares available for grant under the 1995 Stock Plan, and the Company is not seeking an increase in the aggregate number of shares available for award grant purposes under the 1995 Stock Plan.

Summary Description of the 1995 Stock Plan (as Proposed to be Amended)

The principal features of the 1995 Stock Plan, including the proposed amendment, are summarized below. The following summary of the 1995 Stock Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the amended and restated 1995 Stock Plan, which has been filed with the SEC as Annex 1 to this proxy statement. Any shareholder of the Company may obtain a copy of the amended and restated 1995 Stock Plan document by sending a written request to Yahoo!’s Corporate Secretary at the Company’s principal executive offices.

General

The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards granted under the existing 1995 Stock Plan is 754,000,000 shares. Shares issued in respect of any full-value award (which generally includes all awards other than options and stock appreciation rights) granted under the 1995 Stock Plan after June 25, 2009 will be counted against the plan’s aggregate share limit as 1.75 shares for every one share actually issued in connection with the award. For example, if 100 shares are

 

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issued with respect to a restricted stock award granted under the 1995 Stock Plan after June 25, 2009, then 175 shares will be counted against the plan’s aggregate share limit in connection with that award. Shares issued in respect of any full-value award granted under the 1995 Stock Plan on or before June 25, 2009 shall be counted against the plan’s aggregate share limit at the applicable ratio in effect under the plan on the date of grant of the award.

The maximum number of shares of common stock which may be subject to options and stock appreciation rights granted under the 1995 Stock Plan to any one individual during any calendar year is 15,000,000, subject to adjustment as provided in the 1995 Stock Plan.

To the extent that an award is settled in cash or a form other than shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the shares available for issuance under the 1995 Stock Plan. In connection with the exercise of a stock appreciation right or stock option, the number of underlying shares as to which the exercise related shall be counted against the applicable share limits, as opposed to only counting the shares actually issued. (For purposes of clarity, if an option relates to 100,000 shares and is exercised in full at a time when the net number of shares due to the participant (after any netting of shares to cover the exercise price and/or tax withholding) is 15,000 shares, 100,000 shares shall be charged against the applicable share limits with respect to such exercise.) Shares that are reacquired or withheld by the Company to pay the exercise price of an award granted under the 1995 Stock Plan, as well as any shares reacquired or withheld to satisfy the tax withholding obligations related to any award, will not be available for subsequent awards under the plan. Shares that are subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 1995 Stock Plan will again be available for subsequent awards under the 1995 Stock Plan as if such awards had never been granted.

The 1995 Stock Plan is not a tax-qualified deferred compensation plan under Section 401(a) of the U.S. Internal Revenue Code, and is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

On April 26, 2012, the per share closing price of the Company’s common stock was $15.53 as reported on the NASDAQ Global Select Market.

Purpose

The purposes of the 1995 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and consultants of the Company and to promote the success of the Company’s business.

Administration

The 1995 Stock Plan may be administered by the Board of Directors or by a committee of independent directors of the Board of Directors. The Board has delegated general administrative authority for the 1995 Stock Plan to the Compensation Committee, which is constituted to satisfy the applicable requirements of Rule 16b-3 of the Exchange Act and Section 162(m). A committee may delegate some or all of its authority with respect to the 1995 Stock Plan to another committee of directors, and certain limited authority to grant awards to employees other than executive officers may be delegated to one or more officers of the Company. (The appropriate acting body, be it the Board of Directors, a committee within its delegated authority, or an officer within his or her delegated authority is referred to in this proposal as the “Administrator.”) Members of the Board of Directors receive no additional compensation for their services in connection with the administration of the 1995 Stock Plan.

All questions of interpretation or application of the 1995 Stock Plan are determined by the Board of Directors or its appointed committee, and its decisions are final, conclusive and binding upon all participants.

 

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Eligibility

The 1995 Stock Plan provides that awards may be granted to employees (including officers and employee directors) and consultants of the Company or any of its subsidiaries. The Administrator selects the participants who will receive awards under the 1995 Stock Plan and determines the types and terms of awards to be granted and the number of shares subject to these awards. In making these determinations, a number of factors are taken into account, including the duties and responsibilities of the participant, the value of the participant’s services to the Company, the participant’s present and potential contribution to the success of the Company, and other relevant factors. As of April 5, 2012, there were approximately 14,293 employees and consultants eligible to receive grants under the 1995 Stock Plan.

Term

The term of any award granted under the 1995 Stock Plan will not exceed seven years.

Options and Stock Appreciation Rights

Options granted under the 1995 Stock Plan may be either incentive stock options, within the meaning of Section 422 of the U.S. Internal Revenue Code, or nonqualified stock options, as designated in the terms of the applicable award agreement. Incentive stock options are subject to more restrictive terms and are limited in amount by the U.S. Internal Revenue Code and the 1995 Stock Plan. Incentive stock options may be granted only to employees of the Company or a subsidiary. A stock appreciation right will entitle the participant to receive an amount equal to the excess of the fair market value of a share on the date of exercise of the stock appreciation right over the grant price thereof. The Administrator will determine whether a stock appreciation right will be settled in cash, shares or a combination of cash and shares. The per-share exercise price of options and the per-share grant price of stock appreciation rights granted under the 1995 Stock Plan may not be less than the fair market value of the common stock, which generally is defined as the closing price of the common stock on NASDAQ Global Select Market on the date of grant.

Restricted Stock

Restricted stock awards granted under the 1995 Stock Plan are subject to those terms and conditions, including the duration of the period during which, and the conditions under which, the restricted stock may be forfeited to the Company, as may be determined by the Administrator in its sole discretion.

Restricted Stock Units

Restricted stock units granted under the 1995 Stock Plan are subject to those terms and conditions, including the duration of the period during which, and the conditions under which, the restricted stock units may be forfeited to the Company, as may be determined by the Administrator in its sole discretion. Restricted stock units that become vested are paid in cash, shares, other securities or other property, as determined in the sole discretion of the Administrator in accordance with the applicable award agreement.

Dividend Equivalents

Dividend equivalents entitle the award recipient to receive cash or shares of the Company’s common stock corresponding to the amount of dividends paid with respect to a specified number of shares. The Administrator may provide, at the date of grant or thereafter, that dividend equivalents will be paid or distributed when accrued; provided, that dividend equivalents (other than dividend equivalents not related to another award) will be subject to all conditions and restrictions of the underlying awards to which they relate (including, without limitation, any performance-based vesting requirements). Dividend equivalents may be awarded on a free-standing basis or, except as noted below, in connection with another award, and may be paid currently or on a deferred basis. Dividend equivalents may not be granted on options or stock appreciation rights.

 

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Performance-Based Awards

The Administrator may grant awards that are intended to be performance-based awards within the meaning of Section 162(m) of the U.S. Internal Revenue Code (“Performance-Based Awards”). Performance-Based Awards are in addition to any of the other types of awards that may be granted under the 1995 Stock Plan (including options and stock appreciation rights which may also qualify as performance-based awards for Section 162(m) purposes). Performance-Based Awards may be in the form of restricted stock, restricted stock units, cash awards or other types of awards authorized under the plan.

The vesting or payment of Performance-Based Awards (other than options or stock appreciation rights) will depend on the absolute or relative performance of the Company on a consolidated, subsidiary, segment, division, or business unit basis. The Administrator will establish the criterion or criteria and target(s) on which performance will be measured. The Administrator must establish criteria and targets in advance of applicable deadlines under the U.S. Internal Revenue Code and while the attainment of the performance targets remains substantially uncertain. The criteria that the Administrator may use for this purpose will include one or more of the following: revenue, revenue excluding traffic acquisition costs, revenue growth (organic and acquisition related), revenue per search, EBITDA (earnings before interest, taxes, depreciation and amortization), gross profit, operating cash flow, operating income, net income, cash flow from operations, capital expenditures, free cash flow, earnings per share (basic and diluted), return on equity or on assets or on net investment, cost containment or reduction, costs as a percentage of revenues, market share (measured by the Company’s share of web search queries, user time spent online or unique visitors), stock price, total shareholder return, unique users, registered users, paying subscribers, paying users, paying relationships, page views, search queries, visits per user, user frequency, user retention, user time spent online, advertisement impressions sold, cost per advertisement impression, revenue per advertisement impression, or any combination thereof. The performance measurement period with respect to an award may range from three months to seven years. To the extent provided in the applicable award agreement, performance targets and/or performance measurements shall be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set unless the Administrator provides otherwise at the time of establishing the targets.

Performance-Based Awards may be paid in stock or in cash. The maximum aggregate stock payment that may be made pursuant to Performance-Based Awards (other than options or stock appreciation rights) granted to any participant in any one calendar year is 2,000,000 shares of common stock (or cash of equivalent value at the time of payment). Performance-Based Awards payable only in cash and not related to shares of the Company’s common stock that are granted to any participant in any one calendar year will not provide for payment of more than $20,000,000. Before any Performance-Based Award (other than an option or stock appreciation right) is paid, the Administrator must certify that the performance target or targets have been satisfied. The Administrator has discretion to determine the performance target or targets and any other restrictions or other limitations of Performance-Based Awards and may reserve discretion to reduce payments below maximum award limits.

Adjustments Upon Changes in Capitalization, Dissolution, Liquidation or Sale

In the event of a dividend of stock or other property (other than cash) by the Company or if any other change, such as a stock split, is made in the Company’s capitalization that results in an increase or decrease in the number of outstanding shares of common stock without receipt of consideration, appropriate adjustment will be made, if applicable, in the exercise or grant price of each outstanding award, the number of shares subject to each award, the number of shares available for issuance under the 1995 Stock Plan and the other share limits under the plan.

If shareholders approve the proposed amendment, similar adjustments would be made in the event the Company pays an extraordinary cash dividend to its shareholders. As amended, the plan’s adjustment provision (Section 15(a) of the plan) would read in its entirety as follows:

(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, (i) the number and type of shares of Common Stock (or other securities) covered by each outstanding Award,

 

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(ii) the number and type of shares of Common Stock (or other securities) that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Award or otherwise, (iii) the maximum number of shares of Common Stock for which Awards may be granted to any Employee under the Plan, (iv) the price per share of Common Stock covered by each such outstanding Award, and/or (v) the securities, cash or other property deliverable upon exercise or payment of any outstanding Awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by the Plan and the then-outstanding Awards, shall be equitably and proportionately adjusted for any dividend of stock or other property, or extraordinary cash dividend, by the Company, any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock (or other securities) subject to an Award.

No adjustment would be made for ordinary cash dividends, although certain dividend equivalent rights may be granted under the 1995 Stock Plan. Dividend equivalents, and the limits on dividend equivalents, are discussed above.

In the event of the proposed dissolution or liquidation of the Company, each award will terminate unless otherwise provided by the Administrator. Additionally, the Administrator may provide that awards granted under the 1995 Stock Plan will vest and become non-forfeitable, as to all or any part of such award, as of the date of such dissolution or liquidation. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each award under the 1995 Stock Plan will be assumed or an equivalent award will be substituted by the successor corporation or a parent or subsidiary of such successor corporation, unless the Administrator determines and in lieu of such assumption or substitution, that the award will vest and become non-forfeitable, as to all or any part of such award, as of the date of such transaction. If the Administrator makes an award exercisable or non-forfeitable in lieu of assumption or substitution in the event of a merger or sale of assets, it will notify the holder that such award will be exercisable for a period of thirty (30) days from the date of such notice, and thereafter will terminate.

No Repricing

In no case (except due to an adjustment to reflect a stock split or similar event or any repricing that might be approved by shareholders) will any adjustment be made to a stock option under the 1995 Stock Plan (by amendment, cancellation and regrant, exchange or other means) that would constitute a repricing of the per-share exercise price of the option.

Transfer Restrictions

Subject to certain exceptions contained in the 1995 Stock Plan, awards under the 1995 Stock Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient’s lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The Administrator may, however, permit certain transfers of awards to family members for estate or tax planning purposes, provided that such transfers comply with applicable federal and state securities laws and are not made for value.

 

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No Limit on Other Authority

The 1995 Stock Plan does not limit the authority of the Board of Directors or any committee to grant awards or authorize any other compensation, with or without reference to the Company’s common stock, under any other plan or authority.

Amendment and Termination

The Administrator may amend or terminate the 1995 Stock Plan or any portion thereof at any time; provided that no such amendment or termination will be made without shareholder approval if such approval is necessary to comply with any tax, securities or regulatory law or requirement or any applicable stock exchange requirement with which the Administrator intends the 1995 Stock Plan to comply. In addition, shareholder approval will be required for any amendment that (i) materially increases the benefits accruing to participants under the 1995 Stock Plan, (ii) materially increases the number of securities that may be issued under the 1995 Stock Plan, (iii) materially modifies the requirements for participation in the 1995 Stock Plan, or (iv) is otherwise deemed a material amendment by the Administrator pursuant to applicable law or accounting or stock exchange rules. However, no action by the Administrator or shareholders may adversely affect the rights of any recipient of an award granted under the 1995 Stock Plan without the consent of the recipient. The 1995 Stock Plan is currently scheduled to terminate in April 2019, provided that any options or awards then outstanding under the 1995 Stock Plan will remain outstanding until they expire by their terms.

Federal Income Tax Aspects of the 1995 Stock Plan

The U.S. federal income tax consequences of the 1995 Stock Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the plan. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the U.S. Internal Revenue Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local, or international tax consequences.

With respect to nonqualified stock options, the Company is generally entitled to deduct and the participant recognizes taxable income in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect to incentive stock options, the Company is generally not entitled to a deduction nor does the participant recognize income at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax.

The current federal income tax consequences of other awards authorized under the 1995 Stock Plan generally follow certain basic patterns: nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); bonuses, stock appreciation rights, cash and stock-based performance awards, dividend equivalents, stock units, and other types of awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, the Company will generally have a corresponding deduction at the time the participant recognizes income.

If an award is accelerated under the 1995 Stock Plan in connection with a “change in control” (as this term is used under the U.S. Internal Revenue Code), the Company may not be permitted to deduct the portion of the compensation attributable to the acceleration (“parachute payments”) if it exceeds certain threshold limits under the U.S. Internal Revenue Code (and certain related excise taxes may be triggered). Furthermore, the aggregate compensation in excess of $1,000,000 attributable to awards that are not “performance-based” within the meaning of Section 162(m) of the U.S. Internal Revenue Code may not be permitted to be deducted by the Company in certain circumstances.

Specific Benefits

The Company is not considering any specific dividend or distribution to its shareholders within the scope of the proposed amendment to the 1995 Stock Plan. The Company cannot currently determine the effect (if any) that the proposed amendment would have on awards granted or to be granted under the 1995 Stock Plan.

 

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Aggregate Past Grants Under the 1995 Stock Plan

As of April 5, 2012, awards covering 1,003,172,868 shares of the Company’s common stock had been granted under the 1995 Stock Plan. (This number of shares includes shares subject to awards that expired or terminated without having been exercised and paid and became available for new award grants under the 1995 Stock Plan.) The following table presents information as of April 5, 2012 regarding the distribution of those awards among the persons and groups identified below, as well as information regarding aggregate option exercises and restricted stock vesting events prior to that date and holdings of options and unvested restricted stock units as of that date. The Company’s non-employee directors are not eligible to receive award grants under the 1995 Stock Plan.

 

Person or Group

  Stock Options(1)(2)     Restricted Stock Units(2)(3)  
  Number of
Shares
Subject to
Past Grants
    Number of
Shares
Acquired
on Exercise
    Number of Shares
Underlying
Outstanding Options
    Number of
Shares
Subject to
Past
Grants
    Number of
Shares/Units
Vested
    Number of
Units
Outstanding
and
Unvested
 
      Exercisable     Unexercisable        

Named Executive Officers:

             

Timothy R. Morse.

    1,272,160        0        369,310        902,850        876,040        36,639        620,233   

Ross B. Levinsohn

    1,343,160        0        183,487        1,159,673        806,400        69,203        508,117   

Michael J. Callahan

    2,365,390        368,750        1,237,328        575,312        890,960        310,766        328,012   

Carol Bartz(4)

    6,318,960        0        709,447        4,583,335        2,929,486        1,142,203        143,230   

Blake J. Irving(4)

    1,343,160        0        233,487        1,109,673        756,400        25,453        501,867   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

All current executive officers as a group (6 persons)

    10,038,980        2,068,750        2,023,612        5,762,618        4,250,701        791,490        2,529,701   

All former and current employees (excluding current executive officers), as a group

    869,047,938        449,486,572        36,876,501        12,784,456        117,097,617        40,384,698        36,104,698   

Current non-executive directors (including all director nominees), as a group (13 persons)

    2,737,632 (5)      2,737,632 (5)      0        0        0        0        0   

Each other person who has received 5% or more of the options, warrants or rights under the 1995 Stock Plan

    N/A        N/A        N/A        N/A        N/A        N/A        N/A   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total for all award recipients

    881,824,550        454,292,954        38,900,113        18,547,074        121,348,318        41,176,188        38,634,399   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes stock appreciation rights. As of April 5, 2012, no stock appreciation rights were outstanding.
(2) For performance-based awards, the number of shares subject to past grants is presented based on the maximum number of shares originally subject to the grants, and the number of shares subject to outstanding awards is presented based on the maximum number of shares potentially issuable as of April 5, 2012 (after giving effect to the crediting of stock units based on the Company’s prior performance).
(3) Includes restricted stock awards. As of April 5, 2012 no restricted stock awards were outstanding.
(4) Ms. Bartz’s employment with the Company terminated on September 6, 2011, and Mr. Irving’s employment with the Company will terminate on April 30, 2012.
(5) Non-employee directors are not eligible to receive awards under the current 1995 Stock Plan. This number represents an option granted to Mr. Kern in 1996, which is no longer outstanding. Mr. Kern is not standing for re-election as a director at the annual meeting.

Equity Compensation Plans

For additional information on our equity compensation plans, please see the section titled “Equity Compensation Plan Information” below.

Required Vote; Interests of Directors and Executive Officers

The affirmative vote of the holders of a majority of the Company’s common stock present at the annual meeting in person or by proxy and entitled to vote on this proposal is required to approve the proposed amendment to the 1995 Stock Plan.

 

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Employee directors and all of the Company’s executive officers are eligible for awards under the 1995 Stock Plan, and thus they have a personal interest in the approval of the proposed amendment to the 1995 Stock Plan.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE 1995 STOCK PLAN AS DESCRIBED ABOVE. IF YOU GRANT YOUR PROXY BY SIGNING AND RETURNING THE PURPLE PROXY CARD, YOUR PROXY WILL BE VOTED “FOR” THIS PROPOSAL UNLESS YOU SPECIFY OTHERWISE IN THE PROXY CARD.

 

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PROPOSAL NO. 4

APPROVAL OF AMENDMENT TO THE 1996 DIRECTORS’ STOCK PLAN

We are asking the Company’s shareholders to approve an amendment to the Directors’ Plan as described below. The amendment was adopted, subject to shareholder approval, by the Board of Directors on April 26, 2012.

As is customary in incentive plans of this nature, the Directors’ Plan provides that outstanding awards under the Directors’ Plan, as well as the exercise or purchase prices of awards and the plan’s share limits, as applicable, are subject to adjustment in the event of certain corporate transactions that affect the Company’s common stock, including combinations, stock splits, stock dividends and other similar events. This adjustment provision is intended to preserve the levels of incentives and benefits intended under the awards when they were granted by taking into account the impact of these events on the value of the Company’s common stock. The Directors’ Plan currently provides for an adjustment in the event of a dividend of stock but not in the event of a dividend of other property, an extraordinary cash dividend, or in the event of a recapitalization.

The proposed amendment to the Directors’ Plan is similar to the amendment to the 1995 Stock Plan described in Proposal No. 3 above and would provide for an adjustment to be made in the event that the Company determines in the future to pay a dividend of property or an extraordinary cash dividend to its shareholders or to recapitalize. The Board of Directors approved the proposed amendment based on its belief that, in the event a dividend of property or an extraordinary cash dividend were paid to shareholders, it would be appropriate to make equitable and proportionate adjustments to the equity awards granted under the Directors’ Plan to take into account the effect that the dividend would have on the value of the Company’s common stock given that holders of unvested or unexercised stock options or unvested or unpaid restricted stock units would not be entitled to receive such dividend with respect to their awards. The 1995 Stock Plan, as currently in effect, provides that equitable and proportionate adjustments will be made to the equity awards granted under that plan in the event of a dividend of property or a recapitalization (among other events). The proposed amendment will conform the Directors’ Plan to the 1995 Stock Plan in this regard. Any such adjustment, in the event of a dividend of property or an extraordinary cash dividend, or a recapitalization, would be made to the extent necessary to preserve (but not increase) the level of incentives intended by the then-outstanding equity awards. This amendment is intended to provide the Company with the flexibility to determine to pay a dividend of property or an extraordinary cash dividend to shareholders, or recapitalize, in the future without negatively impacting the outstanding equity awards of directors. The Board has made no determination as of this date as to whether any such recapitalization will occur or any such dividend will ever be paid.

The Company believes this amendment will help the Company to continue to attract and retain the highest quality directors, which is essential to the Company’s long-term growth and success.

The proposed amendment would not result in an increase to the aggregate number of shares available for grant under the Directors’ Plan, and the Company is not seeking an increase in the aggregate number of shares available for award grant purposes under the Directors’ Plan.

Summary Description of the Directors’ Plan

The principal features of the Directors’ Plan, including the proposed amendment, are summarized below. The following summary of the Directors’ Plan does not purport to be complete, and is subject to and qualified in its entirety by reference to the complete text of the amended and restated Directors’ Plan, which has been filed with the SEC as Annex 2 to this proxy statement. Any shareholder of the Company may obtain a copy of the amended and restated Directors’ Plan by sending a written request to Yahoo!’s Corporate Secretary at the Company’s principal executive offices.

 

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General

The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards granted under the Directors’ Plan is 8,800,000 shares. The Directors’ Plan provides for the grant of nonqualified stock options and restricted stock units to non-employee directors of the Company. Any shares of the Company’s common stock issued in payment of restricted stock units granted under the Directors’ Plan are counted against the plan’s share limit as 1.75 shares for every one share actually issued in payment of the restricted stock units. As described above in Proposal No. 1 under “Director Compensation,” non-employee directors are also permitted to elect an award of stock units or a stock option under the Directors’ Plan in lieu of directors’ fees that would otherwise be paid in cash. The Directors’ Plan is designed to work automatically and not to require administration; however, to the extent administration is necessary, it will be provided by the Board.

Purpose

The purpose of the Directors’ Plan is to provide an incentive for non-employee directors to continue to serve the Company as directors and to assist the Company in recruiting highly qualified individuals when vacancies occur on the Board. The executive officers and other employees of the Company are not eligible to be granted awards under the Directors’ Plan.

Award Grants

The Directors’ Plan generally provides for grants of restricted stock units awards and stock options to non-employee directors. Currently, initial and annual awards under the Directors’ Plan are granted in the form of restricted stock units, and non-employee directors may elect to have cash fees converted into an award of either stock options or restricted stock units under the Directors’ Plan, as described above in Proposal No. 1 under “Director Compensation.” However, the Board reserves the right to modify the Directors’ Plan in the future to re-implement stock option grants for new or continuing directors and to change the relative mixture of stock options and restricted stock units for these awards. If the Company pays an ordinary cash dividend, directors are entitled to receive dividend equivalents with respect to outstanding and unpaid restricted stock units granted under the Directors’ Plan. Dividend equivalents, if any, are paid in the form of a credit of additional restricted stock units under the Directors’ Plan and are subject to the same vesting, payment and other provisions as the underlying restricted stock units.

Non-Transferability of Awards

Awards granted under the Directors’ Plan are not transferable by the award recipient other than by will or the laws of descent or distribution or pursuant to the terms of a qualified domestic relations order (as defined by the U.S. Internal Revenue Code). Each option is exercisable, during the lifetime of the optionee, only by the optionee.

Merger or Sale of Assets

In the event of the dissolution or liquidation of the Company, a sale of all or substantially all of the assets of the Company, or the merger or consolidation of the Company with or into another corporation in which the Company is not the surviving corporation or any other capital reorganization in which more than 50 percent of the shares of the Company entitled to vote are exchanged, both options and restricted stock units granted under the Directors’ Plan will become fully vested. The Company will provide each optionee either a reasonable time within which to exercise his or her outstanding options or a substitute option with comparable terms as to an equivalent number of shares of stock of the corporation succeeding the Company or acquiring its business by reason of such corporate transaction. Restricted stock units that are outstanding at the time of the transaction will generally be paid in shares of the Company’s common stock immediately prior to the transaction.

 

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Adjustments Upon Changes in Capitalization

In the event of a dividend of stock by the Company or if any other change, such as a stock split, is made in the Company’s capitalization that results in an increase or decrease in the number of outstanding shares of common stock without receipt of consideration by the Company, appropriate adjustment will be made in the exercise price of each outstanding option, the number of shares subject to each outstanding option and restricted stock unit award and the number of shares available for issuance under the Directors’ Plan.

If shareholders approve the proposed amendment, similar adjustments would be made in the event the Company pays a dividend of property or an extraordinary cash dividend to its shareholders, or recapitalizes. As amended, the plan’s adjustment provision (Section 13(a) of the plan) would read in its entirety as follows:

(a) Adjustments. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each outstanding Option, shall, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by the Plan and the then-outstanding Awards, be equitably and proportionately adjusted for any dividend of stock or other property, or extraordinary cash dividend, by the Company, any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to any Award.

No adjustment would be made for ordinary cash dividends, although the Directors’ Plan provides for certain dividend equivalent rights on outstanding restricted stock units as discussed above.

No Limit on Other Authority

The Directors’ Plan does not limit the authority of the Board or any committee to grant awards or authorize any other compensation, with or without reference to the Company’s common stock, under any other plan or authority.

Amendment and Termination

The Board may amend or terminate the Directors’ Plan or any portion thereof at any time; provided, that no such amendment or termination will be made without shareholder approval if such approval is necessary to comply with any tax, securities or regulatory law or requirement or any applicable stock exchange requirement with which the Board intends the Directors’ Plan to comply. In addition, shareholder approval will be required for any amendment of the Directors’ Plan that (i) materially increases the benefits accruing to participants under the plan, (ii) materially increases the number of securities that may be issued under the plan, (iii) materially modifies the requirements for participation in the plan, or (iv) is otherwise deemed a material amendment by the Board pursuant to applicable law or accounting or stock exchange rules. However, the Board may from time to time prospectively change the type and amounts of awards granted under the plan, subject to the aggregate share limit set forth in the Directors’ Plan. That is, the Board could in the future provide for initial and annual award grants to non-employee directors to again consist of stock options, change the relative mixture of stock options and restricted stock units for these awards, and/or change the methodology for determining the number of shares of the Company’s common stock subject to these grants without shareholder approval so long as the aggregate

 

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share limit set forth in the Directors’ Plan is not exceeded. The Board could also change the vesting and termination of service rules applicable to awards without shareholder approval. However, no action by the Board or shareholders may adversely affect the rights of any recipient of an award granted under the Directors’ Plan without the consent of the recipient. If the Directors’ Plan is not earlier terminated by the Board, the plan will terminate on September 1, 2019, provided that any options or awards then outstanding under the Directors’ Plan will remain outstanding until they expire by their terms.

No Repricing

In no case (except due to an adjustment to reflect a stock split or similar event or any repricing that might be approved by shareholders) will any adjustment be made to a stock option under the Directors’ Plan (by amendment, cancellation and regrant, exchange or other means) that would constitute a repricing of the per-share exercise price of the option.

Federal Income Tax Aspects of Directors’ Plan

This summary of the general U.S. federal income tax principles applicable to the Directors’ Plan under current federal law, which is subject to change, is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the U.S. Internal Revenue Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local, or international tax consequences.

As noted above, both nonqualified stock options and restricted stock unit awards may be granted under the Directors’ Plan. With respect to nonqualified stock options, the Company is generally entitled to deduct as an expense and the optionee recognizes taxable income in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect to restricted stock unit awards, the Company is generally entitled to deduct as an expense and the award recipient recognizes taxable income in an amount equal to the fair market value of the shares distributed in payment of the restricted stock units at the time of payment.

Specific Benefits

The Company is not considering any specific dividend or distribution to its shareholders or any recapitalization within the scope of the proposed amendment to the Directors’ Plan. The Company cannot currently determine the effect (if any) that the proposed amendment would have on awards granted or to be granted under the Directors’ Plan.

As of April 26, 2012, the fair market value of a share of Company common stock was $15.53.

 

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Aggregate Past Grants Under the 1996 Directors’ Stock Plan

As of April 5, 2012, awards covering 5,291,988 shares of the Company’s common stock had been granted under the Directors’ Plan. (This number of shares includes shares subject to awards that expired or terminated without having been exercised and paid and became available for new award grants under the Directors’ Plan.) The following table presents information as of April 5, 2012 regarding the distribution of those awards among the persons and groups identified below, as well as information regarding aggregate option exercises and restricted stock vesting events prior to that date and holdings of options and unvested restricted stock and restricted stock units as of that date. As noted above, the Company’s executive officers and other employees are not eligible to receive award grants under the Directors’ Plan.

 

Person or Group

  Stock Options     Restricted Stock Units  
  Number of
Shares
Subject to
Past Grants
    Number of
Shares
Acquired
on
Exercise
    Number of
Shares Underlying
Outstanding Options
    Number of
Shares
Subject to
Past
Grants
    Number
of
Shares/
Units
Vested(1)
    Number of
Shares/
Units
Outstanding
and
Unvested
 
      Exercisable     Unexercisable        

Each current non-executive director (including all director nominees):

             

Alfred J. Amoroso

    0        0        0        0        6,075        3,467        2,608   

Roy J. Bostock

    362,665        78,805        283,860        0        68,781        65,134        3,647   

Patti S. Hart

    0        0        0        0        41,576        37,929        3,647   

John D. Hayes

    0        0        0        0        3,159        0        3,159   

Susan M. James

    0        0        0        0        36,017        32,370        3,647   

Vyomesh Joshi

    160,000        0        160,000        0        62,788        59,141        3,647   

David W. Kenny

    0        0        0        0        19,072        15,425        3,647   

Arthur H. Kern

    847,839        380,000        307,839        0        51,539        47,892        3,647   

Peter Liguori

    0        0        0        0        3,159        0        3,159   

Thomas J. McInerney

    0        0        0        0        3,159        0        3,159   

Brad D. Smith

    0        0        0        0        29,422        25,775        3,647   

Maynard G. Webb, Jr.

    2,339        0        2,339        0        5,216        2,608        2,608   

Gary L. Wilson

    460,000        200,000        260,000        0        61,572        57,925        3,647   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

All current non-executive directors, as a group (13 persons)

    1,832,843        658,805        1,014,038        0        391,535        347,666        43,869   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Each other person who has received 5% or more of the options, warrants or rights under the Directors’ Plan:

             

Ronald W. Burkle(2)

    463,575        300,000        0        0        20,000        20,000        0   

Eric Hippeau(2)

    805,064        480,000        0        0        44,669        40,960        0   

Robert A. Kotick(2)

    332,399        200,000        0        0        10,000        10,000        0   

Edward Kozel(2)

    476,594        240,000        0        0        10,000        8,750        0   

Michael Moritz(2)

    540,000        258,332        0        0        0        0        0   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

All former non-executive directors, as a group (10 persons)

    2,912,632        1,514,582        0        0        154,978        143,769        0   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total for all award recipients

    4,745,475        2,173,387        1,014,038        0        546,513        491,435        43,869   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes vested awards that have been paid in shares, as well as vested awards that are subject to deferred payment.
(2) Former director.

Equity Compensation Plan Information

For additional information on our equity compensation plans, please see the section titled “Equity Compensation Plan Information” below.

 

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Required Vote; Interests of Directors and Executive Officers

The affirmative vote of the holders of a majority of the Company’s common stock present at the annual meeting in person or by proxy and entitled to vote on this proposal is required to approve the proposed amendment to the Directors’ Plan.

All of the Company’s non-employee directors are eligible for awards under the Directors’ Plan, and thus they have a personal interest in the approval of the proposed amendment to the Directors’ Plan.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE 1996 DIRECTORS’ PLAN AS DESCRIBED ABOVE. IF YOU GRANT YOUR PROXY BY SIGNING AND RETURNING THE PURPLE PROXY CARD, YOUR PROXY WILL BE VOTED “FOR” THIS PROPOSAL UNLESS YOU SPECIFY OTHERWISE IN THE PROXY CARD.

 

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PROPOSAL NO. 5

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP has served as the Company’s independent registered public accounting firm since February 1996 and has been appointed by the Audit Committee to continue as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. Although ratification of the appointment of PricewaterhouseCoopers LLP is not required by our organizational documents or applicable law, the Audit Committee and the Board believe it is a good corporate governance practice to request shareholder ratification of the Audit Committee’s appointment of the Company’s independent registered public accounting firm. In the event that ratification of this appointment is not approved by a majority of the shares of common stock of the Company represented at the annual meeting in person or by proxy and entitled to vote on the matter, the Audit Committee will consider this fact in connection with its future appointment of an independent registered public accounting firm. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.

Representatives of PricewaterhouseCoopers LLP will be present at the annual meeting. The representatives will have an opportunity to make a statement and will be available to respond to appropriate questions.

Required Vote

The affirmative vote of the holders of a majority of the Company’s common stock present at the annual meeting in person or by proxy and entitled to vote on this proposal is required to approve the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

Recommendation of the Board of Directors

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. IF YOU GRANT YOUR PROXY BY SIGNING AND RETURNING THE PURPLE PROXY CARD, YOUR PROXY WILL BE VOTED “FOR” THIS PROPOSAL UNLESS YOU SPECIFY OTHERWISE IN THE PROXY CARD.

 

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BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth certain information that has been provided to the Company with respect to beneficial ownership of shares of the Company’s common stock as of April 5, 2012 (except where another date is indicated) for (i) each person who is known by the Company to own beneficially more than 5 percent of the outstanding shares of common stock, (ii) each director and nominee for director of the Company, (iii) each Named Executive Officer, and (iv) all current directors and current executive officers of the Company as a group.

 

Beneficial Owner

   Amount and
Nature of
Beneficial
Ownership(1)
     Percent of
Common  Stock
Outstanding(2)
 

David Filo

     72,029,890         5.9

701 First Avenue

Sunnyvale, CA 94089

     

Third Point LLC and affiliates(3)

     70,500,400         5.8

390 Park Avenue, 18th Floor

New York, NY 10022

     

Capital Research Global Investors(4)

     70,493,120         5.8

333 South Hope Street

Los Angeles, CA 90071

     

Carol Bartz(5)

     1,351,984         *   

Michael J. Callahan(6)

     1,317,632         *   

Arthur H. Kern(7)

     725,731         *   

Timothy R. Morse(8)

     396,884         *   

Roy J. Bostock(9)

     360,994         *   

Gary L. Wilson(10)

     316,175         *   

Blake J. Irving(11)

     309,604         *   

Ross B. Levinsohn(12)

     286,699         *   

Vyomesh Joshi (13)

     223,141         *   

Scott Thompson

     186,316         *   

Patti S. Hart(14)

     37,929         *   

Susan M. James(15)

     32,370         *   

Brad D. Smith(16)

     25,775         *   

David W. Kenny(17)

     15,425         *   

Maynard G. Webb, Jr.(18)

     4,947         *   

John D. Hayes(19)

     3,000         *   

Thomas J. McInerney

     1,000         *   

Alfred J. Amoroso(20)

     0         *   

Peter Liguori

     0         *   

All current directors and current executive officers as a group (19 persons)(21)

     76,273,512         6.2

 

* Less than 1 percent.

 

(1)

The number of shares beneficially owned by each person or group as of April 5, 2012 (except where another date is indicated) includes shares of common stock that such person or group had the right to acquire on or within 60 days after that date, including, but not limited to, upon the exercise of options and vesting and

 

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  payment of restricted stock units. Shares subject to vested restricted stock units under the Directors’ Plan are generally payable on the earlier of the first anniversary of the date of grant (or the third anniversary, in the case of annual awards prior to 2010 and quarterly awards prior to 2011) or the date the director’s service terminates, subject to deferred issuance at the director’s election in some cases. To our knowledge, except as otherwise indicated in the footnotes to this table and subject to applicable community property laws, each shareholder named in the table has the sole power to vote or direct the voting of (voting power) and the sole power to sell or otherwise direct the disposition of (dispositive power) the shares set forth opposite such shareholder’s name.

 

(2) For each person and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the 1,217,801,572 shares of common stock outstanding (excluding treasury shares) on April 5, 2012 and the number of shares of common stock that such person or group had the right to acquire on or within 60 days of that date, including, but not limited to, upon the exercise of options and upon vesting and payment of restricted stock units.

 

(3) Beneficial ownership information is as of March 13, 2012 and is based on information contained in Amendment No. 7 to Schedule 13D filed with the SEC on March 23, 2012 by Third Point LLC, Daniel S. Loeb, Harry J. Wilson and Michael J. Wolf. The Schedule 13D, as amended, states that Third Point LLC and Mr. Loeb each have shared voting power and shared dispositive power over all of the shares shown in the table above, and that Mr. Wilson and Mr. Wolf each have sole voting and dispositive power over an additional 25,000 shares and an additional 20,000 shares, respectively. The Schedule 13D, as amended, further states that, by reason of agreements between Third Point LLC and each of Mr. Wilson and Mr. Wolf, Third Point LLC and Messrs. Loeb, Wilson and Wolf may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Exchange Act and each may therefore be deemed to beneficially own the shares of common stock beneficially owned by the others.

 

(4) Beneficial ownership information is based on information contained in Amendment No. 5 to Schedule 13G filed with the SEC on February 8, 2012 by Capital Research Global Investors. The Schedule 13G, as amended, states that Capital Research Global Investors, a division of Capital Research and Management Company (“CRMC”), is deemed to be the beneficial owner of 70,493,120 shares as a result of CRMC’s acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940, and that it has sole voting power and sole dispositive power over all of such shares.

 

(5) Ms. Bartz served as the Company’s Chief Executive Officer and President until September 6, 2011 and as a Board member until September 9, 2011. Beneficial ownership information is based on information contained in the last Form 4 filed by Ms. Bartz with the SEC prior to September 9, 2011, adjusted to give effect to subsequent transactions through April 5, 2012 of which the Company is aware in connection with employment-related equity awards. The amount of beneficial ownership includes 709,447 shares issuable upon exercise of options under the 1995 Stock Plan. It does not include shares subject to a performance-based stock option award granted to Ms. Bartz pursuant to the terms of her employment agreement, which may become exercisable, if at all, based on the achievement of specified levels of stock price appreciation with respect to the Company’s common stock. No portion of this option was exercisable as of April 5, 2012. The vesting terms applicable to this stock option are described in footnote (19) to the “Outstanding Equity Awards at Year End—2011” table, below.

 

(6) Includes 1,237,328 shares issuable upon exercise of options exercisable within 60 days of April 5, 2012 under the 1995 Stock Plan.

 

(7) Includes 307,839 shares issuable upon exercise of options exercisable within 60 days of April 5, 2012 under the Directors’ Plan; and 32,335 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan.

 

(8) Includes 369,310 shares issuable upon exercise of options exercisable within 60 days of April 5, 2012 under the 1995 Stock Plan.

 

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(9) Includes 283,860 shares issuable upon exercise of options exercisable within 60 days of April 5, 2012 under the Directors’ Plan; and 35,300 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan.

 

(10) Includes 260,000 shares issuable upon exercise of options exercisable within 60 days of April 5, 2012 under the Directors’ Plan; and 42,925 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan.

 

(11) Mr. Irving’s service as the Company’s Executive Vice President and Chief Product Officer will end on April 30, 2012. Includes 283,487 shares issuable upon exercise of options exercisable within 60 days of April 5, 2012 under the 1995 Stock Plan. Does not include 164,872 shares underlying restricted stock units that are scheduled to accelerate and vest on April 30, 2012 in connection with the termination of Mr. Irving’s employment.

 

(12) Includes 233,487 shares issuable upon exercise of options exercisable within 60 days of April 5, 2012 under the 1995 Stock Plan.

 

(13) Includes 160,000 shares issuable upon exercise of options exercisable within 60 days of April 5, 2012 under the Directors’ Plan; and 27,959 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan.

 

(14) Includes 21,522 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan.

 

(15) Includes 10,941 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan.

 

(16) Includes 10,941 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan.

 

(17) Includes 12,419 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan.

 

(18) Includes 2,339 shares issuable upon exercise of options exercisable within 60 days of April 5, 2012 under the Directors’ Plan; and 2,608 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan.

 

(19) Includes 3,000 shares in a managed account over which Mr. Hayes has a right to obtain investment and voting control within 60 days. Does not include 824 shares held by Mr. Hayes’ wife as UTMA custodian for their adult sons in an account over which she has neither investment nor voting control.

 

(20) Does not include 3,467 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan, for which Mr. Amoroso has elected to defer payment.

 

(21) Includes 3,137,650 shares issuable upon exercise, by directors and executive officers, of options exercisable within 60 days of April 5, 2012 under the 1995 Stock Plan or the Directors’ Plan; and 196,950 shares subject to vested but unpaid restricted stock units under the Directors’ Plan as of April 5, 2012. Does not include 3,467 shares subject to vested but unpaid restricted stock units as of April 5, 2012 under the Directors’ Plan, for which Mr.  Amoroso has elected to defer payment.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10 percent of the Company’s common stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership of the Company’s common stock. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31, 2011 all filing requirements applicable to the Reporting Persons were timely met.

 

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EQUITY COMPENSATION PLAN INFORMATION

The following table presents information as of December 31, 2011 with respect to shares of the Company’s common stock that may be issued under the Company’s existing equity compensation plans, including the 1995 Stock Plan, the Directors’ Plan and the Employee Stock Purchase Plan. Each of these plans has been approved by the Company’s shareholders. The Company does not maintain any equity incentive plans that have not been approved by shareholders.

 

Plan Category

   Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
    Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
    Number of Securities
Remaining Available
for Future Issuance
 

Equity compensation plans approved by security holders(1)

     95,680,391 (2)(3)    $ 22.08 (4)      144,214,525 (5) 

 

(1) This table does not present information regarding equity awards that were assumed by Yahoo! in connection with the acquisition of other companies. As of December 31, 2011, an additional 1,377,371 shares of the Company’s common stock were subject to acquired-company stock options (at a weighted average exercise price of $6.73 per share), and an additional 759,100 shares of the Company’s common stock were subject to acquired-company restricted stock units.

 

(2) Includes 61,051,736 shares subject to stock option awards and 34,628,655 shares subject to restricted stock unit awards as of December 31, 2011. A currently indeterminable number of additional shares may become issuable pursuant to the dividend equivalent rights feature of certain outstanding restricted stock unit awards under the Directors’ Plan and the 1995 Stock Plan.

 

(3) Includes the maximum number of shares potentially issuable in connection with open performance-based vesting conditions (after giving effect to the crediting of stock units under performance-based awards based on the Company’s 2011 financial performance). As of December 31, 2011, and after giving such effect to the Company’s 2011 financial performance, a maximum of 1,333,633 restricted stock units (including a target number of 666,817 restricted stock units) were subject to open performance-based vesting conditions, and a maximum of 4,583,333 shares were subject to a stock option award with open performance-based vesting conditions. See “Executive Officer Compensation and Other Matters—Compensation Discussion and Analysis” and the footnotes to the “Outstanding Equity Awards at Year-End—2011” table for more information regarding performance-based vesting conditions.

 

(4) Calculated exclusive of outstanding restricted stock unit awards.

 

(5) Of these shares, 114,757,344 were available for award grant purposes under the 1995 Stock Plan, 4,646,536 were available for award grant purposes under the Directors’ Plan, and 24,810,645 were available under the Employee Stock Purchase Plan, as of December 31, 2011 after giving effect to the crediting of stock units under performance-based awards based on the Company’s 2011 financial performance. Subject to certain express limits of the 1995 Stock Plan, shares available under the 1995 Stock Plan generally may be used for any type of award authorized under that plan including options, stock appreciation rights, restricted stock and other forms of awards granted or denominated in shares of our common stock or units of our common stock. Each share that is issued in respect of any full-value award under the 1995 Stock Plan (i.e., awards other than options and stock appreciation rights with an exercise or base price that is no less than the fair market value of a share of common stock on the date the award is granted) counts against the 1995 Stock Plan’s share limit as: 1.75 shares, for awards granted on or after May 19, 2005 but prior to June 12, 2007; 2.00 shares, for awards granted on or after June 12, 2007 but prior to June 25, 2009; and 1.75 shares, for awards granted on or after June 25, 2009. Each share issued in respect of any full-value award granted under the Directors’ Plan (i.e., awards other than options with an exercise price that is no less than the fair market value of a share of common stock on the date the award is granted) after the 2006 annual meeting counts as 1.75 shares for every one share actually issued in connection with the award.

 

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OUR EXECUTIVE OFFICERS

Executive officers are elected by and serve at the discretion of the Board. The names of our current executive officers, their ages as of April 5, 2012 and their positions with the Company are set forth below, followed by certain other information about them:

 

Name

  

Age

    

Position

Scott Thompson

     54       Chief Executive Officer, President and Director

Michael J. Callahan

     43       Executive Vice President, General Counsel and Secretary

David Filo

     45       Chief Yahoo

Blake J. Irving

     52       Executive Vice President and Chief Product Officer

Ross B. Levinsohn

     48       Executive Vice President, Americas

Timothy R. Morse

     43       Executive Vice President and Chief Financial Officer

Mr. Thompson’s biography is set forth under the heading “Proposal No. 1 Election of Directors—Nominees.”

Mr. Callahan became Executive Vice President in April 2007 and has served as General Counsel and Secretary since September 2003. Mr. Callahan served as Senior Vice President from September 2003 to April 2007. Prior to that, Mr. Callahan served as Deputy General Counsel and Assistant Secretary from June 2001 to September 2003 and served in various other positions in the Yahoo! legal department from December 1999 to June 2001. Prior to joining Yahoo! in December 1999, Mr. Callahan held positions with Electronics for Imaging Inc., a digital printing technology company, and the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Callahan holds a Bachelor’s degree in International Affairs and Arab Studies from the School of Foreign Service at Georgetown University and a J.D. degree from the University of Connecticut.

Mr. Filo, a founder of Yahoo! and Chief Yahoo, has served as an officer of Yahoo! since March 1995, and served as a director of Yahoo! from its founding through February 1996. Mr. Filo is involved in guiding Yahoo!’s vision, is involved in many key aspects of the business at a strategic and operational level, and is a stalwart of the Company’s employee culture and morale. Mr. Filo co-developed Yahoo! in 1994 while working towards his Ph.D. in electrical engineering at Stanford University, and co-founded Yahoo! in 1995. Mr. Filo holds a Bachelor’s degree in computer engineering from Tulane University and a Master’s degree in electrical engineering from Stanford University.

Mr. Irving became our Executive Vice President and Chief Product Officer in May 2010. His service with the Company will end on April 30, 2012. Prior to joining Yahoo!, Mr. Irving served as a member of the faculty at Pepperdine University’s Graziadio School of Business and Management in Malibu, California from 2008 to March 2010. Previously, Mr. Irving served in various positions at Microsoft Corporation, a software and Internet services company, from 1992 to 2007, most recently as corporate vice president of Microsoft’s Windows Live Platform group, which was responsible for building and operating Microsoft’s Internet-scale services platform, advertiser and developer ecosystem. Before joining Microsoft, Mr. Irving held development and marketing management positions at Xerox Corp., a document management technology company, Oki Electric Industry Co. Ltd., a manufacturer of telecommunications equipment, and Compaq Computer Corp., a manufacturer of personal computers (now part of Hewlett-Packard Company). He holds a Bachelor’s degree from San Diego State University and an M.B.A. degree from Pepperdine University.

Mr. Levinsohn became our Executive Vice President, Americas in November 2010. He was the co-founder and managing director of Fuse Capital (formerly Velocity Interactive Group), an investment firm focused on digital media and communications, from August 2007 to November 2010. From 2000 to 2006, he served in leadership roles at News Corporation, a media and entertainment company, including as President of Fox Interactive Media from January 2005 to December 2006, Senior Vice President and General Manager of Fox

 

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Sports Interactive Media from January 2001 to January 2005, and Senior Vice President of News Digital Media from 2000 to January 2001. Currently, he also serves as a director of Freedom Communications, a media company operating newspapers and television stations. He holds a Bachelor’s degree from American University.

Mr. Morse became our Executive Vice President and Chief Financial Officer in July 2009. He also served as our Interim Chief Executive Officer and President from September 2011 to January 2012. Previously, Mr. Morse served as Senior Vice President and Chief Financial Officer of Altera Corporation, a semiconductor company specializing in programmable logic devices for communications, industrial, and consumer applications, from January 2007 to June 2009. Prior to joining Altera, Mr. Morse held various positions in financial management with General Electric (“GE”), a diversified technology, media and financial services company, starting in the GE Capital division in 1991 and moving to the GE Appliances division in 1994 before joining the GE Plastics division in 1997. In July 2005, Mr. Morse was named the Chief Financial Officer and General Manager, Business Development for GE Plastics. Currently, Mr. Morse also serves as a director of Alibaba Group Holding Limited (“Alibaba Group”), a privately-held company which manages investments in several Asia-based Internet businesses. Mr. Morse holds a Bachelor’s degree in Finance and Operations/Strategic Management from Boston College.

EXECUTIVE OFFICER COMPENSATION AND OTHER MATTERS

Compensation Discussion and Analysis

Executive Summary

Yahoo! is moving aggressively to achieve its goal of increasing shareholder value. The Company is focused on strategies to increase the engagement of our users and advertisers, as well as our employees. The Compensation Committee made real-time decisions throughout 2011, and thus far in 2012, in an effort to stabilize the workforce and retain key talent during this period of uncertainty and rapid change.

To accelerate the Company’s progress, the Board initiated a series of decisive actions beginning in late summer 2011. Carol Bartz was removed as the Company’s Chief Executive Officer in September 2011, and Tim Morse was appointed interim Chief Executive Officer. At that time, the Board initiated a comprehensive strategic and structural review of the business. In conjunction with its search for a new Chief Executive Officer, the Board also undertook an assessment of the expertise and perspectives that would best assist the new Chief Executive Officer and position the Company to build long-term shareholder value. In January 2012, the Board announced the appointment of Scott Thompson as Chief Executive Officer. Also in January 2012, Jerry Yang resigned from all of his positions with the Company. In February 2012, two new independent directors were appointed to the Board, and four directors announced that they would not stand for re-election at the 2012 annual meeting. In April 2012, three additional new independent directors were appointed to the Board, and Mr. Thompson announced important next steps to drive the Company forward from the pivotal point where we now stand.

Highlights of the Company’s executive compensation program for 2011 are described below. To support the successful achievement of the objectives described above, certain aspects of the executive compensation program were modified for 2012, as summarized below under the heading “Material Compensation Committee Actions after Fiscal 2011.”

 

   

Base salary and target bonus levels for the Named Executive Officers were increased in early 2011 to reflect the Compensation Committee’s assessment of the competitive market, other than with respect to Ms. Bartz, who did not receive an increase, and with respect to Mr. Levinsohn, who joined the Company in November 2010. Mr. Morse’s base salary level was further increased in September 2011 based on competitive considerations, and in recognition of his role as interim Chief Executive Officer following Ms. Bartz’s termination and his increased responsibilities in managing the Company’s day-to-day operations. Mr. Morse continued to serve as interim Chief Executive Officer at the end of 2011.

 

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Consistent with the Company’s pay-for-performance approach, a 2011 annual bonus under the Yahoo! Executive Incentive Plan (“EIP”) was paid to each of the Named Executive Officers except Ms. Bartz at 50 percent of the executive’s targeted level, which generally reflected the efforts and teamwork provided to run the business during this period of extraordinary transition for the Company. Ms. Bartz’s employment agreement provided that she would receive a pro rata EIP bonus for the year in which her employment was terminated. Accordingly, Ms. Bartz received a pro rata portion of the Company performance component of her bonus opportunity (which paid at 50 percent of the targeted level) and no bonus based on the individual performance component of her bonus opportunity.

 

   

The annual long-term incentive equity awards granted to the Named Executive Officers in 2011 consisted of a mix of stock options which have value only if the Company’s stock price increases after the date of grant of the awards, and restricted stock units, the value of which is also directly linked to the Company’s stock price. All of the awards have long-term vesting requirements contingent on continued employment, and a substantial portion of the restricted stock units granted were subject to both time-based and performance-based vesting requirements.

 

   

Consistent with the Company’s pay-for-performance approach, the restricted stock units granted in 2011 that vest based on Company financial performance (as well as the portion of equity awards granted in prior years that was tied to the Company’s financial performance in 2011) were paid at less than their target levels. The Named Executive Officers also forfeited awards of performance-based restricted stock units granted in 2009 that did not vest because the Company’s total shareholder return relative to that of the other NASDAQ-100 index companies for the three-year performance period of the award did not meet the minimum performance level required for payment. Even though the restricted stock units granted in 2011 that are tied to Company financial performance (and the portions of the prior year awards tied to 2011 performance) are reported as 2011 compensation in the Summary Compensation Table assuming payouts at the targeted levels, the actual number of restricted stock units credited to the recipients of these awards in 2011 was half of the targeted amounts. Similarly, although the 2009 total shareholder return-based restricted stock units are reported as 2009 compensation in the Summary Compensation Table, the actual compensation realized by the recipients of these awards at the end of the three-year performance period was zero.

 

   

Following the termination of Ms. Bartz’s employment in September 2011, each of the other Named Executive Officers (and selected other employees of the Company) received a retention grant of restricted stock units in October or November 2011. These awards were intended to provide continued stability while the Company conducted its search for a new Chief Executive Officer and throughout the subsequent transition period.

 

   

In February 2011, in order to provide competitive pay packages and promote retention, the Company entered into severance agreements with each of its Senior Vice Presidents and more senior officers (other than Ms. Bartz) to provide severance benefits if the executive’s employment terminated in certain circumstances. Following her termination in September 2011, Ms. Bartz received the severance benefits provided in her employment and equity award agreements and no additional benefits. Ms. Bartz’s severance benefits are described below, beginning on page 80.

 

   

The Company does not provide its executives with tax “gross-up” payments (other than in connection with a relocation for business purposes) or material perquisites.

 

   

To enhance the link between executive and shareholder interests, all of the Company’s executive officers are subject to the Company’s stock ownership policy, which was revised in April 2012 to include stock holding period requirements.

 

   

The Company adopted a policy on the recoupment of compensation (a “clawback” policy) in April 2012.

 

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Compensation Processes and Philosophy

The Company’s executive compensation arrangements are administered by the Compensation Committee. The Compensation Committee confers with the Board of Directors in determining the compensation for our Chief Executive Officer. In determining compensation for the other Named Executive Officers, as discussed in more detail below, the Compensation Committee considers, among other things, the recommendations of our Chief Executive Officer. The Compensation Committee is, however, solely responsible for making the final decisions on compensation for the Chief Executive Officer and the other Named Executive Officers.

The Company’s general compensation arrangements are guided by the following philosophy, principles and business objectives:

 

   

Our people strategy is to attract and retain top talent in an extremely competitive marketplace.

 

   

We seek to provide competitive and responsible performance-oriented compensation to align with shareholder interests.

 

   

We target our resources toward key talent segments and individuals who have the ability to impact the near and long-term performance of the Company.

 

   

We believe in providing equity compensation to align employee and shareholder interests, and our long-term equity compensation programs are designed to focus rewards on those who have the greatest impact on long-term performance of the Company.

The Company must also be able to respond rapidly to new technological developments, changing trends in the global businesses and markets in which we compete, and changes in the competitive market for top talent.

Executive Compensation Program Objectives

Executive Compensation Programs

In order to attract and retain our key executives, the Company seeks to provide them with market-competitive “total direct compensation.” As used in this discussion, the term “total direct compensation” means the executive’s base salary, annual cash bonus opportunity, and long-term incentive equity award grant value as determined in accordance with the Company’s customary grant-date valuation principles.

Base salary levels are consistent with competitive market base salary levels, and the Compensation Committee uses the peer companies identified below as a reference of competitive pay levels. The Compensation Committee believes that the design of our annual cash and long-term equity incentives provides an effective and appropriate mix of incentives to attract and retain talent and to ensure our executive performance is focused on long-term shareholder value creation. For this reason, the compensation arrangements for our executive officers are designed so that performance-based compensation, including annual bonus and long-term incentive equity opportunities, constitutes the most substantial portion of each executive’s targeted total direct compensation, and each executive’s targeted annual total direct compensation opportunity approximates the 60th percentile of the competitive market. With substantial performance-based aspects in our executive compensation program, in years such as 2011 where our annual EIP bonuses and performance-based restricted stock units vest or pay out, as the case may be, at significantly less than targeted levels, our executives’ actual total direct compensation will be significantly less than targeted levels and, conversely, may be more than targeted levels in years where Company performance exceeds goals.

Other than our 401(k) plan, the Company does not provide any pensions or other retirement benefits for our executive officers, nor do we provide material perquisites. In order to help attract and retain key executives, and in order to help preserve the stability of our executive team, we provide our executive officers with certain severance benefits as described below under “Severance and Change in Control Severance Benefits” and “Potential Payments Upon Termination or Change in Control.”

 

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Independent Consultant and Peer Group

The Compensation Committee has retained Frederic W. Cook & Co., Inc. as its compensation consultant. Frederic W. Cook & Co. advised the Compensation Committee with respect to trends in executive and director compensation, selection of peer companies, determination of pay programs, assessment of competitive pay levels and mix (e.g., proportion of fixed pay to incentive pay, and proportion of annual cash pay to long-term incentive pay), management of compensation-related risk, and setting compensation levels for the Company’s executive officers and members of the Board. Other than compensation consulting services provided to our Board of Directors and the Compensation Committee, Frederic W. Cook & Co. provided no other services to the Company in 2011. In setting compensation levels, the Compensation Committee considers peer company data obtained and evaluated by Frederic W. Cook & Co. from filings with the SEC, and also considers compensation survey data compiled by management from the Radford Executive Survey. The Compensation Committee reviews this information to inform its decisions on executive compensation arrangements, including the competitive reasonableness of the arrangements.

In consultation with Frederic W. Cook & Co., the Compensation Committee considered compensation data for the following companies for 2011: Activision Blizzard, Inc., Adobe Systems Incorporated, Amazon.com Inc., AOL Inc., Apple Inc., eBay Inc., Electronic Arts Inc., EMC Corporation, Expedia, Inc., Google Inc., IAC/InterActiveCorp, Intuit Inc., Juniper Networks, Inc., Microsoft Corporation, NetApp, Inc., Oracle Corporation, QUALCOMM Incorporated, SAP AG and Symantec Corporation. We refer to this group of companies as our “peer group” or our “peer companies” for 2011. The peer group for 2011 is the same as the peer group for 2010, except that Activision Blizzard, Inc. was added to the peer group for 2011 as the Compensation Committee determined, in consultation with Frederic W. Cook & Co., that it fit within the selection parameters described below.

The peer companies were selected because, in a broad sense, they have technology and/or media components of their businesses that are similar to the Company’s business, they compete with the Company for talent, and they share revenue, headcount or other financial characteristics with the Company or have similar market capitalizations. However, given the breadth of the Company’s business and the rapidly changing environment in which the Company competes, it is very difficult to identify directly comparable companies. Each peer group company is comparable to the Company in certain respects or areas of our business but not others. Factors such as whether the founders run the company or outside executives have been hired also affect executive compensation comparisons among peer companies, as well as the way that the companies structure their top-management organizations. The Compensation Committee believes that the nature of our business and the environment in which we operate requires flexibility in setting compensation based on a consideration of all facts and circumstances with respect to each executive. As a result, the Compensation Committee does not base its decisions on targeting compensation to specific market levels against the peer group. Instead, the role of peer group compensation data is to inform the Compensation Committee regarding competitive pay levels.

The Role of Shareholder Say-on-Pay Votes

The Company provides its shareholders with the opportunity to cast an annual advisory vote to approve its executive compensation program (referred to as a “say-on-pay proposal”). At the annual meeting of shareholders held in June 2011, approximately 70 percent of the votes actually cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. While the Compensation Committee believes this result generally affirms shareholders’ support of the Company’s approach to executive compensation, the Company’s executive compensation program for 2011 was determined early in 2011 before this vote occurred. Based on conversations between management and certain Company shareholders that occurred after the 2011 annual meeting, we believe many negative votes were cast primarily to express dissatisfaction with the Company’s performance. As noted above, Ms. Bartz was removed as the Company’s Chief Executive Officer in September 2011, there have been significant changes to Board membership in 2011 and 2012, and the Company initiated a strategic review to assess alternatives to increase shareholder value and position the Company for growth. The Board believes that

 

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these changes represent significant steps to address shareholder concerns and set a direction for long-term success and increased shareholder value. As a result of these changes and the uncertainties that accompany the changes, the Company modified aspects of its executive compensation program for 2012 as described in more detail below under the heading “Material Compensation Committee Actions After Fiscal 2011.” The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay proposals when making future compensation decisions for the Named Executive Officers.

Current Executive Compensation Program Elements

Base Salaries

Base salaries are designed to provide executives with a minimum fixed level of cash compensation each year. Base salaries for our Named Executive Officers are generally reviewed by the Compensation Committee on an annual basis. As noted above, base salary levels are intended to be consistent with the competitive market, as determined by the Compensation Committee in its judgment, but are not targeted to specific market levels. The Compensation Committee sets base salaries so that the most substantial portion of the executives’ total direct compensation remains dependent on performance-based annual bonuses and long-term incentive equity awards. In setting specific salary levels for each Named Executive Officer and the Company’s other executive officers, the Compensation Committee considers and assesses, among other factors, the executive’s scope of responsibility, prior experience, past performance, advancement potential, impact on results, salary relative to other executives in the Company, and relevant competitive data.

In February 2011, the Compensation Committee reviewed the base salaries of the Named Executive Officers (other than Mr. Levinsohn, whose base salary was established upon his joining the Company in November 2010). Ms. Bartz did not receive a base salary increase for 2011. The Compensation Committee determined that the base salary level for Ms. Bartz, which was negotiated and set at $1,000,000 upon her joining the Company in January 2009, was still appropriate and would remain at that level for 2011. The Compensation Committee determined, in its judgment, that the base salary levels for several other Named Executive Officers were low compared to similar positions in the market and should be increased. Therefore, the Compensation Committee determined that the base salary level for Mr. Irving would be increased from $600,000 to $755,000, that the base salary level for Mr. Morse would be increased from $525,000 to $600,000, and that the base salary level for Mr. Callahan would be increased from $475,000 to $500,000. The Compensation Committee approved these increases to help ensure that the base salary levels for these executives remained competitive, as well as based on its assessment of these executives’ performance and peer group data for base salary levels for similar positions. The base salary increase for Mr. Irving was also in consideration of the elimination of a commuting allowance benefit that had previously been negotiated with him when he joined the Company.

In September 2011, the Compensation Committee approved an additional increase in Mr. Morse’s base salary level from $600,000 to $750,000 based on its review of competitive considerations, and in recognition of his role as interim Chief Executive Officer following Ms. Bartz’s termination and his increased responsibilities in managing the Company’s day-to-day operations.

Annual Cash Bonuses

In February 2011, the Compensation Committee approved the EIP, a performance-based annual cash bonus plan for senior executives of the Company. The EIP is intended to focus on, and reward the achievement of, short-term goals that are important to the Company. Each participant in the EIP was assigned a target bonus percentage for 2011 expressed as a percentage of the participant’s annual base salary. The Compensation Committee determined, in its judgment in light of competitive considerations, that the target bonus amount for Messrs. Levinsohn, Morse and Irving would be increased from 100 percent to 120 percent of their respective base salaries and that the target bonus amount for Mr. Callahan would be increased from 75 percent to 90 percent of his base salary. Ms. Bartz’s target bonus level of 200 percent of base salary was provided for in her employment agreement.

 

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The 2010 EIP performance metrics were revenue growth and operating income growth. In structuring the 2011 EIP, the Compensation Committee determined that it would be appropriate to use rate of revenue ex-TAC growth and ex-TAC operating margin to measure Company performance for 2011. The shift to focusing on revenue ex-TAC, or excluding traffic acquisition costs, and ex-TAC operating margin was consistent with the Company’s emphasis on ex-TAC results in light of the Company’s ongoing transition of its paid search business to the Microsoft search platforms under the Company’s Search and Advertising Services Agreement (the “Search Agreement”) with Microsoft Corporation (“Microsoft”). Implementation of the Search Agreement resulted in a required change in revenue presentation as the transition to Microsoft’s search platform occurs. Prior to implementation of the Search Agreement and the transition to the Microsoft platform in each geographic market, the Company reported revenues including traffic acquisition costs (which it paid out as a cost of revenue); however, following transition in a particular market, the Company is required to report revenues under the Search Agreement in that market net of traffic acquisition costs. Accordingly, during the transition period, management determined it would be most helpful and consistent to focus on revenue and operating margin on an ex-TAC basis as that would more accurately reflect the underlying dynamics of the business and facilitate comparisons to prior periods.

The aggregate bonus pool available under the EIP for 2011 equaled the aggregate amount of the participants’ target bonus opportunities (the “EIP target bonus pool”), multiplied by a factor (the “EIP Funding Percentage”). The EIP Funding Percentage was determined based on the Company’s revenue ex-TAC growth rate and ex-TAC operating margin for 2011 relative to performance targets established by the Compensation Committee. Minimum and maximum EIP Funding Percentages of 50 percent and 200 percent were established, with the minimum level being provided in order to promote retention. The revenue ex-TAC growth rate target for 2011 was 3.4 percent, and the ex-TAC operating margin target for 2011 was 19.6 percent. These goals were consistent with the Company’s operating plan presented by management to the Board of Directors in early 2011. For purposes of and in accordance with the EIP, the Company’s revenue ex-TAC and ex-TAC operating margin were each subject to adjustment as described below. The EIP Funding Percentage would be increased or decreased, as the case may be, for actual 2011 results in excess or below the targeted levels as described below. As reflected in this funding methodology, the structure for 2011 particularly emphasized the goal of increased revenue, as revenue ex-TAC growth rate greater than the target level established by the Compensation Committee would result in a higher EIP Funding Percentage (as opposed to ex-TAC operating margin, where performance above the target level would not result in a higher EIP Funding Percentage).

 

   

If both the Company’s revenue ex-TAC growth rate and ex-TAC operating margin exceeded the targets, the EIP Funding Percentage would be increased as follows:

 

If the revenue ex-TAC growth rate was:

  

Then the EIP Funding Percentage would be
increased by the following percentage for
each 1 percent of revenue ex-TAC growth
in excess of the target:

at least 3.4% (target) but less than 6.4%    3%
at least 6.4% but less than 10.4%    5%
10.4% or more    8%

 

   

If the Company’s revenue ex-TAC growth rate exceeded the target but its ex-TAC operating margin was below target, the EIP Funding Percentage would be adjusted as follows:

 

If the revenue ex-TAC growth rate was:

  

Then the EIP Funding Percentage would be
increased by the following percentage for
each 1 percent of revenue ex-TAC growth
in excess of the target:

at least 3.4% (target) but less than 6.4%    2%
at least 6.4% but less than 10.4%    3%
10.4% or more    4%

 

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       The EIP Funding Percentage would then be decreased by 2 percent for each 10 basis points by which the ex-TAC operating margin was short of the target.

 

   

If both the Company’s revenue ex-TAC growth rate and ex-TAC operating margin were short of the targets, the EIP Funding Percentage would be decreased by 5 percent for each 1 percent by which the revenue ex-TAC growth rate was short of the target, and by an additional 2 percent for each 10 basis points by which the ex-TAC operating margin was short of the target.

 

   

If the Company’s revenue ex-TAC growth rate was short of the target but its ex-TAC operating margin was greater than the target, the EIP Funding Percentage would be decreased by 5 percent for each 1 percent by which the revenue ex-TAC growth rate was short of the target.

 

   

In applying this funding methodology, the corresponding increase or decrease in the EIP Funding Percentage would be pro-rated for actual results between the performance levels indicated above. As noted above, in no event would the EIP Funding Percentage be less than 50 percent or more than 200 percent.

For example, if the Company’s 2011 revenue ex-TAC growth rate was 7.4 percent (4 percent in excess of the target), and its ex-TAC operating margin was at or above the target, the EIP Funding Percentage would be 120 percent (a 5 percent increase above 100 percent for each percentage point the actual revenue ex-TAC growth rate exceeded the target). As noted above, ex-TAC operating margin above the target level would not result in a higher EIP Funding Percentage.

After the end of the year, the Compensation Committee determined that for purposes of the EIP, the Company’s revenue ex-TAC growth rate for 2011 was -6.1 percent, and the Company’s ex-TAC operating margin for 2011 was 17.6 percent. In determining the Company’s actual performance for 2011, the Company’s revenue ex-TAC and ex-TAC operating margin were based on the Company’s 2011 revenue and operating margin reported in its financial statements and adjusted in accordance with the EIP to account for events not contemplated by the Compensation Committee in setting the performance targets. Specifically, adjustments were made to mitigate the financial statement impact of acquisitions and divestitures, restructuring charges (net of stock-based compensation expense and non-cash items), certain legal settlements, changes in foreign exchange rates, and certain costs and changes in revenue presentation related to the Search Agreement. The Company believes that performance goals should be made no easier (or harder) to achieve because of transactions or events such as these that were unforeseen when the performance goals were established. Accordingly, these adjustments were provided for in the EIP to preserve the level of incentives that were intended when the 2011 performance goals were established.

Applying the EIP Funding Percentage methodology described above to the Company’s actual results for 2011, the Company’s actual results for 2011 did not satisfy the applicable performance goals. Thus, the EIP Funding Percentage was the minimum 50 percent of the EIP target bonus pool.

Under the EIP, an individual participant’s bonus calculation for 2011 was based 70 percent on the Company’s performance relative to the targets as described above and 30 percent on individual performance as described below. The Compensation Committee also has discretion, if it should determine a downward bonus adjustment to be appropriate, to reduce the amount of an executive’s total bonus from the level otherwise provided for under the EIP.

The individual performance component of a participant’s bonus under the EIP is determined by the Compensation Committee with respect to the Company’s executive officers and by management with respect to the other EIP participants. Factors considered by the Compensation Committee in determining the individual performance component include achievement of strategic operating objectives, and, for Named Executive Officers other than the Chief Executive Officer, the general recommendations and performance evaluations of the Chief Executive Officer. The members of the Compensation Committee also interact with all of the Named

 

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Executive Officers throughout the year and form their own views on the executives’ performance throughout the year, which helps inform their assessments of the Named Executive Officers’ individual performance.

As noted above, the EIP Funding Percentage for 2011 was the minimum 50 percent level. The Compensation Committee has discretion to reduce the bonus for any executive below the EIP Funding Percentage level. In light of competitive considerations and the importance of retaining the executive team, and in recognition of their efforts and teamwork to run the business during a period of extraordinary transition for the Company, the Compensation Committee determined in its judgment that each of the Named Executive Officers other than Ms. Bartz would receive a bonus equal to 50 percent of the executive’s target bonus (including both the Company performance and the individual performance components noted above). As to the 70 percent Company performance component of Ms. Bartz’s bonus opportunity, and as required by her employment agreement, the Company paid Ms. Bartz the minimum (50 percent) level of this component, pro-rated for the portion of the year she was employed by the Company. The Compensation Committee determined that Ms. Bartz would not be entitled to any portion of the individual performance component of her bonus opportunity.

The table below provides the target bonus for each Named Executive Officer who participated in the EIP for 2011 and the executive’s final bonus amount.

 

Name

   Target Bonus
as a Percentage of
Base Salary
    Target
Bonus
     Final EIP
Bonus
 

Timothy R. Morse

     120   $ 900,000       $ 450,000   

Ross B. Levinsohn

     120   $ 840,000       $ 420,000   

Michael J. Callahan

     90   $ 450,000       $ 225,000   

Carol Bartz(1)

     200   $ 2,000,000       $ 477,534   

Blake J. Irving(1)

     120   $ 906,000       $ 453,000   

 

(1) As noted above, Ms. Bartz’s employment with the Company terminated on September 6, 2011, and Mr. Irving’s employment with the Company will terminate on April 30, 2012.

In addition, the Compensation Committee determined in February 2012 to award a special discretionary bonus of $125,000 to each of Mr. Morse and Mr. Callahan in recognition of their leadership in connection with the Company’s strategic review, and for their outstanding performance working with the Board and taking on additional duties following Ms. Bartz’s termination. Because the bonuses relate to services performed by these executives during 2011, they are included as part of each executive’s compensation for 2011 in the Summary Compensation Table below.

Long-Term Incentive Equity Awards

The Company relies on long-term incentive equity awards as a key element of compensation for our executive officers so that a substantial portion of their total direct compensation is tied to increasing the market value of the Company. The Company makes annual grants of stock options, as well as time-based and performance-based vesting restricted stock unit awards, to align our executives’ interests with those of our shareholders, to promote executives’ focus on the long-term financial performance of the Company, and, through staggered grants with extended time-based vesting requirements, to enhance long-term retention.

In determining the size of equity-based awards, the Compensation Committee considers competitive grant values for comparable positions at the peer companies as well as various subjective factors primarily relating to the responsibilities of the individual executive, past performance, and the executive’s expected future contributions and value to the Company. The Compensation Committee also considers, in its decision-making process, the executive’s historic total compensation, including prior equity grants, the number and value of shares which continue to be subject to vesting under outstanding equity grants previously made to such executive, the quantity and type of equity incentives held by each executive relative to the other executive officers’ equity

 

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positions and their tenure, responsibilities, experience and value to the Company. No one factor is given any specific weighting and the Compensation Committee exercises its judgment to determine the appropriate size and mix of awards.

Stock Options. The Company makes a portion of its long-term incentive grants to the Named Executive Officers in the form of stock options with an exercise price equal to the closing price of our common stock on the grant date. As a result, the Named Executive Officers will only realize actual, delivered compensation value if our shareholders realize value through stock price appreciation after the date of grant of the options. The stock options also function as a retention incentive for our executives as they generally vest in installments over a period of three or four years after the date of grant.

Restricted Stock Units. The Company also grants long-term incentive awards to the Named Executive Officers in the form of restricted stock units that are subject to performance-based and/or time-based vesting requirements. Performance-based restricted stock units vest if certain performance goals established by the Compensation Committee are met, and are thus designed to maximize the Company’s performance for a particular period. Performance-based restricted stock units are also subject to long-term vesting requirements based on the executive’s continued employment with the Company. Time-based units that vest only if the executive continues employment with the Company provide a more predictable value and thus have value as a retention incentive. Vested performance-based and time-based restricted stock units are payable in shares of our common stock and thus, in each case, further link recipients’ interests with those of our shareholders. Under customary grant-date valuation principles, the grant-date value of a stock option is less than the grant-date value of a restricted stock unit covering an equal number of shares. Thus, fewer restricted stock units can be awarded (when compared with stock options) to convey the same grant-date value for these purposes. The Compensation Committee considers these distinctions, in its judgment, to help minimize the dilutive effect of the awards on the Company’s shareholders.

2011 Annual Grants. In February 2011, the Compensation Committee approved grants of stock options and time-based and performance-based restricted stock units to each of the Named Executive Officers. In determining the levels for these grants, the Compensation Committee considered the factors identified above in this “Long-Term Incentive Equity Awards” section in its judgment. The awards of stock options and time-based restricted stock units granted to the Named Executive Officers in February 2011 are scheduled to vest over a three-year period. The vesting of each of the performance-based restricted stock unit awards granted to the Named Executive Officers is contingent on the Company’s achievement of financial performance goals established by the Compensation Committee for 2011 and on the executive’s continued employment with the Company through the third anniversary of the grant date.

For each executive, the grant-date fair value of the performance-based restricted stock units comprised approximately 50 percent of the aggregate grant-date value (determined using the Company’s customary grant-date valuation principles) of the executive’s entire award, with stock options and time-based restricted stock units each comprising approximately 25 percent of the aggregate grant-date value of the award. The Compensation Committee believed this mix of options and time-based and performance-based vesting restricted stock units provided an appropriate combination of incentives and was reasonable when compared with peer company practices.

For 2011, the Compensation Committee approved several changes to the structure of the performance-based restricted stock unit awards. Under our 2009 and 2010 equity grant programs, the executive officers received two types of performance awards. The first type of performance award vests based, in part, on the Company’s financial performance each year over the three-year period covered by the award (with the performance goals established by the Compensation Committee at the beginning of each year). The second type of performance award vests based, in part, on the Company’s total shareholder return relative to that of the other NASDAQ-100 index companies over the three-year performance period commencing on the grant date. For 2011, the Compensation Committee believed that it would be appropriate to enhance the focus of our executives on the achievement of the annual financial objectives of the Company with regard to future growth. Accordingly, the

 

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vesting of all the performance-based restricted stock unit awards granted to the Named Executive Officers in 2011 is subject to the Company’s financial performance in 2011 as well as the executive’s continued employment with the Company through the third anniversary of the grant date. None of the awards granted in 2011 vests based on the Company’s relative total shareholder return or the Company’s financial performance for any year after 2011. The Compensation Committee believed that these changes to the structure of the performance awards for 2011 would help sharpen the executives’ focus on the achievement of specific performance goals intended to help position the Company for future growth.

For purposes of determining the vesting of the performance-based restricted stock units granted in 2011, as well as the portions of the performance-based restricted stock unit awards granted to the Named Executive Officers in 2009 and 2010 that relate to 2011 performance, the Compensation Committee determined that the Company’s performance for 2011 would be measured using its revenue ex-TAC growth rate and ex-TAC operating margin. As described above, the shift to focusing on revenue and operating margin ex-TAC, or excluding traffic acquisition costs, was consistent with the Company’s emphasis on ex-TAC results, in light of the Company’s ongoing transition of its paid search business to the Microsoft search platforms under the Company’s Search Agreement with Microsoft. The vesting structure for the 2011 awards particularly emphasized the goal of increased revenue, as revenue ex-TAC greater than the target level established by the Compensation Committee would result in vesting above the targeted level (as opposed to ex-TAC operating margin, where performance that exceeded the target level would not result in a higher payout amount). The Compensation Committee determined that it was appropriate to use these metrics to measure Company performance for 2011 for these restricted stock unit awards in light of the importance of these metrics to the Company and many of its investors during 2011.

The number of restricted stock units that would be eligible to vest under these awards was calculated by multiplying the total number of restricted stock units under the award that relate to 2011 performance by a factor (the “RSU Crediting Percentage”). The RSU Crediting Percentage would be between 0 percent and 200 percent and would be determined based on the Company’s revenue ex-TAC growth rate and ex-TAC operating margin for 2011 relative to the performance targets established by the Compensation Committee. The revenue ex-TAC growth rate target for 2011 was 3.4 percent, and the ex-TAC operating margin target for 2011 was 19.6 percent. These goals were consistent with the Company’s operating plan presented by management to the Board of Directors in early 2011. For purposes of and in accordance with the terms of the awards, the Company’s revenue ex-TAC and ex-TAC operating margin were each subject to adjustment as described above. The RSU Crediting Percentage would be increased or decreased, as the case may be, for actual 2011 results in excess or below the targeted levels as described below. As reflected in this vesting methodology, the structure for 2011 particularly emphasized the goal of increased revenue, as revenue ex-TAC greater than the target level established by the Compensation Committee would result in a higher RSU Crediting Percentage (as opposed to ex-TAC operating margin, where performance above the target level would not result in a higher RSU Crediting Percentage). The RSU Crediting Percentage could be as low as zero — there was no minimum amount that would vest regardless of performance.

 

   

If both the Company’s revenue ex-TAC growth rate and ex-TAC operating margin exceeded the targets, the RSU Crediting Percentage would be increased as follows:

 

If the revenue ex-TAC growth rate was:

  

Then the RSU Crediting Percentage would be
increased by the following percentage for each 1
percent of revenue ex-TAC growth in excess of the
target:

at least 3.4% (target) but less than 6.4%    3%
at least 6.4% but less than 10.4%    5%
10.4% or more    8%

 

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If the Company’s revenue ex-TAC growth rate exceeded the target but its ex-TAC operating margin was below target, the RSU Crediting Percentage would be adjusted as follows:

 

If the revenue ex-TAC growth rate was:

  

Then the RSU Crediting Percentage would be
increased by the following percentage for each 1
percent of revenue ex-TAC growth in excess of
the target:

at least 3.4% (target) but less than 6.4%    2%

at least 6.4% but less than 10.4%

   3%
10.4% or more    4%

The RSU Crediting Percentage would then be decreased by 2 percent for each 10 basis points by which the ex-TAC operating margin was short of the target.

 

   

If both the Company’s revenue ex-TAC growth rate and ex-TAC operating margin were short of the targets, the RSU Crediting Percentage would be decreased by 5 percent for each 1 percent by which the revenue ex-TAC growth rate was short of the target, and by an additional 2 percent for each 10 basis points by which the ex-TAC operating margin was short of the target.

 

   

If the Company’s revenue ex-TAC growth rate was short of the target but its ex-TAC operating margin was greater than the target, the RSU Crediting Percentage would be decreased by 5 percent for each 1 percent by which the revenue ex-TAC growth rate was short of the target.

 

   

In applying this funding methodology, the corresponding increase or decrease in the RSU Crediting Percentage would be pro-rated for actual results between the performance levels indicated above. As noted above, the RSU Crediting Percentage could be as low as zero but could not be greater than 200 percent.

For example, if the Company’s 2011 revenue ex-TAC growth rate was 7.4 percent (4 percent in excess of the target), and its ex-TAC operating margin was at or above the target, the RSU Crediting Percentage would be 120 percent (a 5 percent increase above 100 percent for each percentage point the actual revenue ex-TAC growth rate exceeded the target). As noted above, ex-TAC operating margin above the target level would not result in a higher EIP Funding Percentage.

After the end of the year, the Compensation Committee determined that for purposes of the restricted stock unit awards, the Company’s revenue ex-TAC growth rate for 2011 was -6.1 percent, and the Company’s ex-TAC operating margin for 2011 was 17.6 percent. In determining the Company’s actual performance for 2011, the Company’s revenue ex-TAC and ex-TAC operating margin were based on the Company’s 2011 revenue and operating margin reported in its financial statements and adjusted in accordance with the terms of the awards to account for events not contemplated by the Compensation Committee in setting the performance targets. Specifically, adjustments were made to mitigate the financial statement impact of acquisitions and divestitures, restructuring charges (net of stock-based compensation expense and non-cash items), certain legal settlements, changes in foreign exchange rates, and certain costs and changes in revenue presentation related to the Search Agreement. The Company believes that performance goals should be made no easier (or harder) to achieve because of transactions or events such as these that were unforeseen when the performance goals were established. Accordingly, these adjustments were provided for in the terms of the awards to preserve the level of incentives that were intended when the 2011 performance goals were established.

Applying the methodology described above, the Compensation Committee determined that 50 percent of the units eligible to vest based on 2011 performance would be credited to the executive holding the award. These credited units are scheduled to vest if the executive’s employment with the Company continues through the third anniversary of the grant date. Except for the specific adjustments contemplated by the terms of the awards, the Compensation Committee did not otherwise have discretion to adjust the performance-based vesting formula applicable to these awards.

 

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2009 and 2010 Annual Grants that Vest Based on 2011 Performance. As noted above and described in more detail in the proxy statements for our 2010 and 2011 annual meetings, a portion of our long-term incentive equity awards granted to the Named Executive Officers in 2009 and 2010 consisted of performance-based restricted stock unit awards where the vesting of the award would be subject to the Company’s financial performance during each of the three years covered by the award. The 2009 awards related to the Company’s financial performance in 2009, 2010 and 2011, and the 2010 awards originally related to the Company’s financial performance in 2010, 2011 and 2012. As noted in the Summary Compensation Table on page 68, and as reflected in the Grants of Plan-Based Awards table on page 71, the annual financial performance targets with respect to each of the three performance years applicable to these awards are established at the beginning of the year and the one-third portion of the award subject to each annual target is treated as a separate annual grant for accounting purposes. Accordingly, the 2011 compensation data reported in the Summary Compensation Table and the Grants of Plan-Based Awards table reflects one-third of the 2009 and 2010 awards that are held by a Named Executive Officer (in each case, the one-third portion of the award that relates to 2011 performance). The Compensation Committee amended each of these awards to provide that performance for 2011 under the awards would be based on the same 2011 goals and methodology discussed above with respect to the 2011 performance-based restricted stock unit awards. Accordingly, and consistent with the 2011 awards, 50 percent of the units eligible to vest based on 2011 performance under the 2009 and 2010 performance-based awards were credited to the executive holding the award and are scheduled to vest if the executive’s employment with the Company continues through the third anniversary of the grant date.

As noted above, the Named Executive Officers were also granted awards of restricted stock units in February 2009 that were eligible to vest based on the Company’s total shareholder return relative to that of the other companies in the NASDAQ-100 index over the three-year performance period commencing on the grant date. In March 2012, the Compensation Committee determined that the Company’s total shareholder return for the three-year performance period fell short of the minimum threshold vesting hurdle applicable to these awards. Accordingly, these awards were forfeited in their entirety.

Retention Grants. In November 2011, the Compensation Committee approved the grant of 115,000 restricted stock units to Mr. Morse and the grant of 75,000 restricted stock units to each of Messrs. Irving, Levinsohn and Callahan. Each of these grants was scheduled to vest as to 100 percent of the units covered by the award on the second anniversary of the grant date. The Compensation Committee also approved restricted stock unit awards to selected other employees of the Company in October and November 2011. The Compensation Committee determined in its judgment that these grants were important to provide continued stability while the Company conducted its search for a new Chief Executive Officer and through the transition period with the new Chief Executive Officer. The awards were granted in the form of restricted stock units payable in shares (as opposed to cash awards) to further align the interests of these employees with those of our shareholders. In the case of the grant to Mr. Morse, the Compensation Committee also took into account his additional responsibilities in serving as the Company’s interim Chief Executive Officer during this period.

New Hire Grants. In January 2011, the Compensation Committee approved the grant of 400,000 stock options and 175,000 time-based vesting restricted stock units to Mr. Levinsohn in connection with his commencing employment with the Company. These grants were negotiated with Mr. Levinsohn in connection with his joining the Company in November 2010 and determined based on his experience and qualifications, as well as his level of responsibilities with the Company.

Grant Practices. The Compensation Committee has adopted procedures providing that new hire and retention equity awards may be made to employees, including executive officers, by the Compensation Committee only at regularly scheduled meetings on or around the 25th of each month except March, June, September and December. This schedule is designed so that awards are not granted during the period commencing on the first day of the last month of each quarter and ending two business days after the Company’s quarterly earnings release.

 

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The Company does not have any program, plan or practice to time the grant of equity-based awards to our executives in coordination with the release of material non-public information. All equity grants are made under the Company’s stock plan, which has been approved by the shareholders. The per share exercise price of stock options cannot be less than the closing sale price of the Company’s common stock on the grant date.

Severance and Change in Control Severance Benefits

In February 2011, the Compensation Committee approved the Company’s entering into severance agreements with the Company’s Senior Vice Presidents and more senior officers (including each of the Named Executive Officers), other than Ms. Bartz, to provide severance benefits to these executives should their employment terminate in certain circumstances (each, a “Severance Agreement”). Ms. Bartz’s employment agreement also provided certain severance benefits in the event her employment was terminated under certain circumstances and provided that, if the terms of any standard equity grants made to other senior executives, issued at the same time and of the same type of grants as grants to Ms. Bartz, contain terms that would be more favorable to Ms. Bartz, she would have the benefit of such terms. Accordingly, the Compensation Committee also approved amendments to certain outstanding equity awards held by Ms. Bartz in February 2011 to provide her with rights to accelerated vesting under these awards at least as favorable as those provided in the Severance Agreements. The Compensation Committee believed that providing the Company’s executives protection against a termination of employment by the Company without “cause” was consistent with competitive practices, and would help retain the Company’s executives and maintain leadership stability. Furthermore, adopting uniform terms, as reflected in the Severance Agreements, was regarded as helping to provide consistency in treatment among executives.

In addition, the Company maintains two change-in-control severance plans (the “Change-in-Control Severance Plans”) that together cover all full-time employees of the Company, including each of the Named Executive Officers.

The Compensation Committee believes that the occurrence, or potential occurrence, of a change-in-control transaction may create uncertainty regarding the continued employment of our executives and other key employees. The Change-in-Control Severance Plans are designed to help retain the Company’s employees and maintain a stable work environment leading up to and during potential changes in control of the Company by providing certain economic benefits to the employees in the event their employment is actually or constructively terminated in connection with such change in control.

Benefits under the Change-in-Control Severance Plans are provided only on a “double-trigger” basis, which means that there must be both a change in control of the Company and a termination of the participant’s employment in the circumstances described above. Furthermore, the plans do not provide tax gross-ups for potential excise or other taxes on the benefits that may be paid. The Board has the ability, subject to certain limitations, to terminate or amend the plans prior to a change in control.

Recipients of long-term incentive equity awards are also entitled to limited severance benefits with respect to awards granted prior to the applicable severance event. The Compensation Committee believes that these benefits are consistent with general competitive practices and help maximize the retention benefits to the Company of the awards.

The material terms of the Severance Agreements and the Change-in-Control Severance Plans, as well as any benefits that may be provided to the Named Executive Officers under their respective employment or equity award agreements in connection with a termination of their employment or a change in control, are described below in the section titled “Potential Payments Upon Termination or Change in Control.”

 

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Material Compensation Committee Actions After Fiscal 2011

As outlined above, the Board took decisive actions in late 2011 and early 2012 regarding the Company’s management and Board composition. As a result, in February 2012, the Compensation Committee approved revisions to the EIP for 2012 and changes in its equity award grant structure for 2012. Except for these changes (described in more detail below), the Company’s executive compensation program for 2012 is similar to the 2011 program.

For the 2012 EIP, the Compensation Committee determined that the Company’s revenue ex-TAC growth rate and ex-TAC operating margin would again be used for purposes of determining the funding of the 2012 EIP bonus pool. However, the Compensation Committee decided that it would not be appropriate to use individual goals under the EIP for 2012 and that each executive’s bonus under the 2012 EIP would instead be based 100 percent on the Company’s performance relative to the targets established by the Compensation Committee. The Compensation Committee retains discretion to reduce the amount of an executive’s total bonus from the level otherwise provided under the 2012 EIP based on such factors as it may deem relevant in the circumstances.

The Compensation Committee also determined that it would be appropriate not to grant performance-based restricted stock units for 2012. Instead, the equity awards approved by the Compensation Committee in February 2012 for the Company’s executives consisted of an equal mix (determined using the Company’s customary grant-date valuation principles) of stock options and time-based vesting restricted stock units. The Compensation Committee determined that it would be premature to set performance-based vesting requirements for the Company’s 2012 equity awards given Mr. Thompson’s recent appointment as Chief Executive Officer and the on-going status of the Company’s consideration of alternatives to increase shareholder value and position the Company for growth. For these reasons, the Compensation Committee also determined that the portion of the restricted stock unit awards granted in February 2010 that relate to 2012 performance will not be subject to performance goals but will, instead, be subject only to time-based vesting (so that the annual target number of units for 2012 is scheduled to vest in February 2013, subject to the executive’s continued employment or service with the Company through the vesting date). The Company considers stock options to be performance-based since they have value only if the Company’s stock price increases after the date of grant of the awards. Although it did not grant performance-based vesting restricted stock unit awards in February 2012, the Compensation Committee still wanted to ensure a strong link between 2012 compensation opportunities for the executives and stock price performance. Accordingly, the Compensation Committee increased the relative mix of stock options in each executive’s 2012 equity award grant from 25 percent of the 2011 equity award mix to 50 percent of the 2012 equity award mix (determined using the Company’s customary grant-date valuation principles). In future years, the Compensation Committee intends to consider the best mix and types of equity awards to grant each year, including performance-based awards with goals to strengthen executives’ alignment with the Company’s business objectives for that year and with increasing shareholder value.

In addition to the above structural changes for the Company’s executive compensation program in 2012, in January 2012 the Company entered into an employment letter agreement with Mr. Thompson in connection with his hiring as the Company’s Chief Executive Officer. The agreement provides that Mr. Thompson will receive an annual base salary of $1,000,000, subject to annual review, and will be eligible to receive an annual bonus under the EIP with a target amount of 200 percent of base salary. The actual amount of the annual bonus will be determined by the Compensation Committee based upon the Company’s financial performance and, if applicable under the EIP for the relevant year, Mr. Thompson’s performance for that year. However, Mr. Thompson’s annual bonus for 2012 will not be less than 50 percent of his target amount for that year.

Mr. Thompson is also eligible to be granted annual equity awards at the time regular annual grants are made to senior executives as determined by the Compensation Committee. In February 2012, pursuant to his employment letter agreement, he received an annual grant for 2012 with a target value of $11,000,000 and an additional one-time inducement grant with a value of $5,000,000. Each of these equity grants was made in the same form and on the same terms as the regular annual grants for 2012 made to the Company’s senior

 

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executives, except that Mr. Thompson’s grants in the form of restricted stock units, as well as the Make-Whole RSUs described below, carry specified dividend equivalent rights. Accordingly, Mr. Thompson’s annual and inducement grants were each made 50 percent in the form of stock options and 50 percent in the form of restricted stock units, with each award scheduled to vest over a three-year period after the grant date. However, except in limited circumstances, Mr. Thompson has agreed to hold any shares issued to him under the restricted stock unit portion of his inducement grant for two years after the vesting date.

In addition, to compensate Mr. Thompson for the forfeiture of the value of his cash bonus and equity awards from his previous employer as a result of his joining the Company, the agreement provides for him to receive a cash bonus of $1,500,000 (the “Make-Whole Cash Bonus”) and a grant of restricted stock units with a grant-date value of $6,500,000 (the “Make-Whole RSUs”). The Make-Whole RSUs were granted to Mr. Thompson in January 2012. The Make-Whole RSUs vested as to a number of stock units with a grant-date value of $5,500,000 on March 15, 2012 and are scheduled to vest with respect to the remaining stock units subject to the grant on March 15, 2013. The Make-Whole Cash Bonus and the Make-Whole RSUs vesting in 2012 are subject to certain clawback provisions in the event Mr. Thompson terminates his employment without good reason during the first year of his employment with the Company.

If Mr. Thompson’s employment is terminated by the Company without cause or by Mr. Thompson for good reason, the Company will offer him severance benefits similar to the benefits it provides to other senior executives of the Company at the time of his termination. In addition, if Mr. Thompson’s employment is terminated by the Company without cause, by Mr. Thompson for good reason, or due to Mr. Thompson’s death or disability, any Make-Whole RSUs that are then outstanding and unvested will fully vest upon his termination.

Stock Ownership Policy

As described above, the Company believes that in order to align the interests of our executive officers with those of our shareholders, executive officers should have a financial stake in the Company. In February 2011, the Company revised its policy to increase the minimum stock ownership levels its executives are expected to meet. The revised policy provides that the Chief Executive Officer should own Company common stock with a value of at least six times his or her base salary, and each of the Executive Vice Presidents should own Company common stock with a value of at least two and one-half times the executive’s base salary. Shares subject to unvested or unexercised equity awards are not considered owned by the executive for purposes of the policy. The policy was further revised by the Company in April 2012 to provide that an executive covered by the policy who does not satisfy the applicable Company stock ownership level must retain at least 50 percent of the net shares the executive receives upon exercise or payment, as the case may be, of a Company equity award for as long as he or she is covered by the policy. For this purpose, the “net” shares received upon exercise or payment of an award are the total number of shares received, less the shares needed to pay any applicable exercise price of the award and any tax obligations arising in connection with the exercise or payment.

Recoupment Policy

In April 2012 the Company adopted a recoupment (“clawback”) policy for incentive awards paid to executive officers. In the event of a restatement of incorrect Company financial results, this policy permits the Board, if it determines appropriate in the circumstances and subject to applicable laws, to seek recovery of the incremental portion of the incentive awards paid or awarded to executive officers in excess of the awards that would have been paid or awarded based on the restated financial results.

Policy with Respect to Section 162(m)

Section 162(m) of the Internal Revenue Code limits the tax deductibility by a corporation of compensation in excess of $1 million paid to its chief executive officer and certain of its other executive officers. However, compensation which qualifies as “performance-based” is excluded from the $1 million limit if, among other

 

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requirements, the compensation is payable only upon attainment of pre-established, objective performance goals under a plan approved by the corporation’s shareholders.

The Company and the Compensation Committee review and consider the deductibility of executive compensation under Section 162(m). The Company believes that the realized gains on nonqualified stock options at the time of exercise are fully deductible under the terms of the Company’s shareholder-approved stock plan. In addition, the Compensation Committee generally structures performance-based grants of restricted stock units to qualify for deductibility in accordance with 162(m). The Compensation Committee may, however, from time to time approve compensation arrangements for our executive officers that may not satisfy the requirements of Section 162(m). For example, the EIP includes a payment floor that will result in minimum bonus payouts, even if the relevant performance goals are not achieved, for those participants who remain employed through the time of the bonus payouts. The Company’s annual cash bonuses under the EIP do not satisfy the requirements of Section 162(m) in light of this minimum payout provision. The Compensation Committee, however, believes that the minimum payout provision is an important feature of the EIP to help ensure short-term retention.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this proxy statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this proxy statement.

Compensation and Leadership Development

Committee of the Board of Directors

Arthur H. Kern (Chair)

Susan M. James

Brad D. Smith

 

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Summary Compensation Table—2009–2011

The following table presents 2009, 2010, and 2011 compensation information for each of the Named Executive Officers. Amounts shown under the headings “Stock Awards” and “Option Awards” in the table below present the aggregate grant date fair value of awards made each year (as computed for financial accounting purposes) and do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by vesting in a restricted stock or restricted stock unit award or by exercising a stock option). For information regarding the financial benefit, if any, realized by each Named Executive Officer upon vesting or exercise of equity awards in 2011, see “Option Exercises and Stock Vested—2011” below.

 

Name and Principal
Position

  Year     Salary
($)
    Bonus
($)
    Stock
Awards
($)(1)(2)(3)
    Option
Awards
($)(4)
    Non-Equity
Incentive Plan
Compensation
($)(5)
    Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
    All Other
Compensation
($)(6)
    Total
($)
 

Timothy R. Morse

    2011        616,193        125,000 (7)      5,009,465        1,040,582        450,000        N/A        4,365        7,245,605   

Executive Vice President, Chief Financial Officer and Former Interim Chief Executive Officer

   
 
2010
2009
  
  
   
 
518,750
251,923
  
  
   
 
0
500,000
  
  
   
 
1,318,926
2,550,000
  
  
   
 
480,558
2,493,120
  
  
   
 
577,500
375,000
  
  
   
 
N/A
N/A
  
  
   

 

4,365

150

  

  

   
 
2,900,099
6,170,193
  
  

Ross B. Levinsohn(8)

    2011        700,000        0        7,728,320        3,135,514        420,000        N/A        4,365        11,988,199   

Executive Vice President, Americas

    2010        90,152        500,000        0        0        0        N/A        25,536        615,688   

Michael J. Callahan

    2011        492,708        125,000 (7)      3,069,645        520,265        225,000        N/A        4,365        4,436,983   

Executive Vice President, General Counsel and Secretary

   
 
2010
2009
  
  
   
 
461,250
420,000
  
  
   

 

0

0

  

  

   
 
1,359,851
1,368,766
  
  
   
 
420,488
1,895,656
  
  
   
 
391,875
236,250
  
  
   
 
N/A
N/A
  
  
   
 
4,365
4,377
  
  
   
 
2,637,829
3,925,049
  
  

Carol Bartz(9)

    2011        735,025        0        9,414,211        2,601,376        477,534        N/A        3,141,389        16,369,535   

Former Chief Executive Officer

   
 
2010
2009
  
  
   
 
1,000,000
969,872
  
  
   

 

0

0

  

  

   
 
6,626,995
12,974,722
  
  
   
 
2,114,474
29,169,334
  
  
   
 
2,200,000
1,500,000
  
  
   
 
N/A
N/A
  
  
   
 
5,365
2,615,345
  
  
   
 
11,946,834
47,229,273
  
  

Blake J. Irving(10)

    2011        709,792        0        4,958,070        1,300,714        453,000        N/A        33,990        7,455,566   

Executive Vice President and Chief Product Officer

    2010        375,000        250,000        1,768,750        1,742,000        414,082        N/A        84,515        4,634,347   

 

(1) As required by SEC rules, amounts in the column “Stock Awards” present the aggregate grant date fair value of restricted stock unit awards made each year computed in accordance with FASB ASC 718. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by vesting in a restricted stock or restricted stock unit award). For information on the valuation assumptions used in these computations, refer to Note 11—“Employee Benefits” in the Notes to Consolidated Financial Statements included in our 2011 Form 10-K.

 

(2) As described in the “Compensation Discussion and Analysis” above, the vesting of some of the performance-based restricted stock units awarded in 2010 was originally subject in part to the Company’s achievement of certain financial performance goals during each of 2010, 2011 and 2012, and the vesting of some of the performance-based restricted stock units awarded in 2009 was subject in part to the Company’s achievement of certain financial performance goals during each of 2009, 2010 and 2011. The financial performance targets were established at the beginning of each fiscal year and the one-third portion (or “tranche”) of each award subject to the annual target was treated as a separate annual grant for accounting purposes, and for purposes of the tables above and below, in accordance with FASB ASC 718. In February 2012, the 2010 financial performance awards were amended to provide that the 2012 tranche would be subject to time-based vesting only.

 

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(3) For restricted stock unit grants where the vesting of the award is subject, in part, to the Company’s financial performance, the “Stock Awards” column above includes the grant date fair value based on the probable outcome (determined as of the grant date for accounting purposes) of the performance-based vesting condition. The following tables present the aggregate grant date fair value of each such grant under two sets of assumptions: (a) based on the probable outcome (determined as of the grant date for accounting purposes) of the performance-based vesting condition (i.e., assuming that the performance target established for the year would be achieved) and (b) based on maximum performance (i.e., assuming that the highest level of performance condition would be achieved):

 

    2011 Financial Performance-Based Restricted Stock Unit Awards  

Name

  Aggregate Grant Date Fair Value
(Based on Probable  Outcome)
($)
     Aggregate Grant Date Fair Value
(Based on Maximum Performance)
($)
 

Timothy R. Morse

    2,015,805         4,031,610   

Ross B. Levinsohn

    2,519,880         5,039,760   

Michael J. Callahan

    1,007,985         2,015,970   

Carol Bartz

    5,039,760         10,079,520   

Blake J. Irving

    2,519,880         5,039,760   

 

    2010 Financial Performance-Based Restricted Stock Unit Awards*  

Name

  Tranche      Aggregate Grant Date Fair Value
(Based on Probable  Outcome)
($)
     Aggregate Grant Date Fair Value
(Based on Maximum Performance)
($)
 

Timothy R. Morse

    2011         179,025         358,050   
    2010         165,354         330,708   

Michael J. Callahan

    2011         156,640         313,280   
    2010         144,678         289,357   

Carol Bartz

    2011         787,765         1,575,530   
    2010         727,608         1,455,217   

 

  * Messrs. Irving and Levinsohn do not hold these awards as they joined the Company after the February 2010 award date.

 

    2009 Financial Performance-Based Restricted Stock Unit Awards**  

Name

  Tranche      Aggregate Grant Date Fair Value
(Based on Probable  Outcome)
($)
     Aggregate Grant Date Fair Value
(Based on Maximum Performance)
($)
 

Michael J. Callahan

    2011         222,860         445,720   
    2010         205,842         411,683   
    2009         168,563         337,126   

Carol Bartz

    2011         891,385         1,782,770   
    2010         823,316         1,646,631   
    2009         674,211         1,348,422   

 

  ** Messrs. Morse, Irving, and Levinsohn do not hold these awards as they joined the Company after the February 2009 award date.

 

(4) As required by SEC rules, amounts shown in the column “Option Awards” present the aggregate grant date fair value of the awards computed in accordance with FASB ASC 718. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by exercising stock options). For information on the valuation assumptions used in these computations, refer to Note 11—“Employee Benefits” in the Notes to Consolidated Financial Statements included in our 2011 Form 10-K.

 

(5) Amounts represent bonuses under the Company’s EIP earned in the specified year and paid the following year.

 

(6) Amounts presented in the “All Other Compensation” column for 2011 include: for Mr. Morse, Company contributions under the Company’s 401(k) plan of $4,125, and group term life insurance premiums valued at $240; for Mr. Levinsohn, Company contributions under the Company’s 401(k) plan of $4,125, and group term life insurance premiums valued at $240; for Mr. Callahan, Company contributions under the Company’s 401(k) plan of $4,125, and group term life insurance premiums valued at $240; for Ms. Bartz, a severance payment of $3.0 million, a payment of $137,084 upon termination of her employment for accrued vacation and floating holidays, Company contributions under the Company’s 401(k) plan of $4,125, and group term life insurance premiums valued at $180; and for Mr. Irving, a commuting allowance benefit of $33,750 under the terms of his employment letter agreement (which benefit was eliminated effective April 1, 2011), and group term life insurance premiums valued at $240.

 

(7) Mr. Morse and Mr. Callahan each received a special bonus of $125,000 (which was paid in 2012) in recognition of their leadership in connection with the Company’s strategic review, and for their outstanding performance working with the Board and taking on additional duties following Ms. Bartz’s termination.

 

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(8) For Mr. Levinsohn, amounts presented in the “Stock Awards” and “Option Awards” columns for 2011 include his new-hire awards, which were granted in January 2011. Mr. Levinsohn’s employment with the Company commenced on November 15, 2010.

 

(9) Ms. Bartz’s employment with the Company ended on September 6, 2011, and her service as a director ended on September 9, 2011. Pursuant to Ms. Bartz’s employment agreement, her EIP bonus (reported in the column “Non-Equity Incentive Plan Compensation”) for 2011 was pro-rated based on days worked in 2011.

 

(10) Mr. Irving’s employment with the Company will end on April 30, 2012.

 

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Grants of Plan-Based Awards—2011

The following table presents all plan-based awards granted to the Named Executive Officers during fiscal year 2011. For a description of these awards, see the “Compensation Discussion and Analysis,” above and the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table,” below. Amounts shown under the heading “Grant Date Fair Value of Stock and Option Awards” present the aggregate grant date fair value of the awards (as computed for financial accounting purposes) and do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by vesting in a restricted stock unit award or by exercising a stock option). For information regarding the financial benefit, if any, realized by each Named Executive Officer upon vesting or exercise of equity awards in 2011, see “Option Exercises and Stock Vested—2011,” below.

 

Name

  Grant
Date
    Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards(1)
    Estimated Future Payouts
Under Equity Incentive Plan
Awards
    All  Other
Stock
Awards:
Number  of
Shares
of Stock
or Units
(#)
    All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
    Exercise
or Base
Price of
Option
Awards
($/Share)
    Grant Date
Fair Value
of Stock
and Option
Awards
($)(4)
 
    Threshold
($)(2)
    Target
($)
    Maximum
($)(3)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
         

Timothy R. Morse

                     

Annual Bonus Opportunity

    2/25/2011        450,000        900,000        1,800,000                    N/A   

Stock Options

    2/25/2011                      200,370        16.50        1,040,582   

Restricted Stock Units

    2/25/2011                    61,090            1,007,985   

Performance Units—2011 award

    2/25/2011              61,085        122,170        244,340              2,015,805   

Performance Units— 2011 tranche of 2010 award(5)

    2/25/2011              5,425        10,850        21,700              179,025   

Restricted Stock Units

    11/30/2011                    115,000            1,806,650   

Ross B. Levinsohn

                     

Annual Bonus Opportunity

    2/25/2011        420,000        840,000        1,680,000                    N/A   

Stock Options (new-hire award)(6)

    1/28/2011                      400,000        15.83        1,834,800   

Restricted Stock Units (new-hire award)(6)

    1/28/2011                    175,000            2,770,250   

Stock Options

    2/25/2011                      250,460        16.50        1,300,714   

Restricted Stock Units

    2/25/2011                    76,360            1,259,940   

Performance Units—2011 award

    2/25/2011              76,360        152,720        305,440              2,519,880   

Restricted Stock Units

    11/30/2011                    75,000            1,178,250   

Michael J. Callahan

                     

Annual Bonus Opportunity

    2/25/2011        225,000        450,000        900,000                    N/A   

Stock Options

    2/25/2011                      100,180        16.50        520,265   

Restricted Stock Units

    2/25/2011                    30,540            503,910   

Performance Units—2011 award

    2/25/2011              30,545        61,090        122,180              1,007,985   

Performance Units— 2011 tranche of 2010 award(5)

    2/25/2011              4,746        9,493        18,986              156,640   

Performance Units— 2011 tranche of 2009 award(7)

    2/25/2011              6,753        13,507        27,013              222,860   

Restricted Stock Units

    11/30/2011                    75,000            1,178,250   

Carol Bartz

                     

Annual Bonus Opportunity

    2/25/2011        1,000,000        2,000,000        4,000,000                    N/A   

Stock Options

    2/25/2011                      500,910        16.50        2,601,376   

Restricted Stock Units

    2/25/2011                    152,720            2,519,880   

Performance Units—2011 award

    2/25/2011              152,720        305,440        610,880              5,039,760   

Performance Units— 2011 tranche of 2010 award(5)

    2/25/2011              23,871        47,743        95,486              787,765   

Performance Units— 2011 tranche of 2009 award(7)

    2/25/2011              27,011        54,023        108,047              891,385   

Modification of RSUs (8)

    9/6/2011                    35,808            175,421   

Blake J. Irving

                     

Annual Bonus Opportunity

    2/25/2011        453,000        906,000        1,812,000                    N/A   

Stock Options

    2/25/2011                      250,460        16.50        1,300,714   

Restricted Stock Units

    2/25/2011                    76,360            1,259,940   

Performance Units—2011 award

    2/25/2011              76,360        152,720        305,440              2,519,880   

Restricted Stock Units

    11/30/2011                    75,000            1,178,250   

 

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(1) Amounts represent cash bonus opportunities under the Company’s EIP. Each participant in the EIP is assigned a target bonus each year. For 2011, the EIP provided that the bonus pool available under the EIP would equal the aggregate amount of the participants’ target bonus opportunities, multiplied by the EIP Funding Percentage, which may range from a minimum of 50 percent to a maximum of 200 percent based on Yahoo!’s actual revenue ex-TAC growth rate and ex-TAC operating margin for 2011 in comparison with revenue ex-TAC growth rate and ex-TAC operating margin targets for 2011 set by the Compensation Committee (as provided in the EIP and described above in the “Compensation Discussion and Analysis”). The actual EIP bonuses received by the Named Executive Officers for 2011 are presented in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.”

 

(2) Threshold EIP payments shown above reflect the minimum EIP Funding Percentage applied to each participant’s target bonus. Under the EIP, each individual participant’s bonus calculation for 2011 was based 70 percent on Company performance, and 30 percent on individual performance, as described above in the “Compensation Discussion and Analysis.”

 

(3) Maximum EIP payments shown above reflect the maximum Funding Percentage applied to each participant’s target bonus. The EIP does not provide a maximum limit on individual bonuses, except that in no event will the total amount of bonuses paid under the EIP for a particular year exceed the aggregate bonus pool for that year.

 

(4) As required by SEC rules, these amounts present the aggregate grant date fair value of the awards computed in accordance with FASB ASC 718. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by exercising a stock option or vesting in a restricted stock or restricted stock unit award). For information on the valuation assumptions used in these computations, see Note 11—“Employee Benefits” in the Notes to Consolidated Financial Statements included in our 2011 Form 10-K.

 

(5) The vesting of these restricted stock units awarded in 2010 was originally subject in part to the Company’s financial performance in 2010, 2011 and 2012. Financial performance targets were established at the beginning of 2010 and 2011 and the one-third portion (or tranche) of the award subject to each annual target is treated as a separate annual grant for accounting purposes. Accordingly, the table above presents the one-third of the total number of restricted stock units subject to such award that were eligible to vest based on the Company’s financial performance goal established for 2011 (with the “Grant Date” in the table above being the grant date of the tranche for accounting purposes). In 2012 these awards were amended to provide that the 2012 tranche would be subject to time-based vesting only.

 

(6) Mr. Levinsohn’s employment with the Company commenced on November 15, 2010, and he received new-hire stock option and restricted stock unit awards in January 2011.

 

(7) The vesting of these restricted stock units, awarded in 2009 was subject in part to the Company’s financial performance in 2009, 2010 and 2011. Financial performance targets were established at the beginning of each fiscal year and the one-third portion (or tranche) of the award subject to each annual target is treated as a separate annual grant for accounting purposes. Accordingly, the table above presents the one-third of the total number of restricted stock units subject to such award that were eligible to vest based on the Company’s financial performance goal established for 2011 (with the “Grant Date” in the table above being the grant date of the tranche for accounting purposes).

 

(8) As described in the “Compensation Discussion and Analysis” above, in connection with the February 2011 approval of the Severance Agreements for the other Named Executive Officers, the Compensation Committee approved a letter agreement with Ms. Bartz amending her 2010 stock option and 2010 time-based restricted stock unit award to provide that, in the event the Company terminates Ms. Bartz’s employment without cause, any portions of the awards scheduled to vest within six months following the termination date would accelerate. Ms. Bartz benefited from these modifications in connection with the September 6, 2011 termination of her employment. There was no incremental fair value, determined in accordance with FASB ASC 718, resulting from the modification of Ms. Bartz’s stock option award because the value of the option, determined under FASB ASC 718, at the time of the modification was less than the value of the option at the time of its initial grant. The incremental fair value, determined in accordance with FASB ASC 718, of the modification of Ms. Bartz’s restricted stock unit award was $175,421 and is reflected in this table and the Summary Compensation Table.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements

In June 2009, the Company entered into an employment letter agreement with Mr. Morse, our Executive Vice President and Chief Financial Officer. The agreement provides for a starting annual base salary of $500,000, subject to annual review, and a target annual cash bonus equal to 100 percent of his base salary. The agreement is for at-will employment and does not provide a specified term.

In May 2010, the Company entered into an employment letter agreement with Mr. Irving, our Executive Vice President and Chief Product Officer. The agreement provided for a starting annual base salary of $600,000, subject to annual review, and a target annual cash bonus equal to 100 percent of his base salary. In lieu of relocation benefits, the agreement provided for a commuting allowance of $11,250 per month. In 2011, the Compensation Committee eliminated the commuting allowance benefit. The agreement was for at-will

 

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employment and did not provide a specified term. In April 2012, we announced that Mr. Irving would be leaving the Company. For more information, please see “Irving Separation” below.

In October 2010, the Company entered into an employment letter agreement with Mr. Levinsohn, our Executive Vice President, Americas. The agreement provides for a starting annual base salary of $700,000, subject to annual review, and a target annual cash bonus equal to 100 percent of his base salary. The agreement also provides for an award of 400,000 stock options and 175,000 restricted stock units, which were granted on January 28, 2011. The agreement is for at-will employment and does not provide a specified term.

In January 2009, the Company entered into an employment agreement with Ms. Bartz, our Chief Executive Officer, with an initial term of four years. The agreement provided that Ms. Bartz would receive a starting annual base salary of $1,000,000, subject to annual review for increases, and would be eligible to receive an annual bonus with a target amount of 200 percent of base salary and a maximum amount of two times the target amount. The actual amount of the annual bonus would be determined by the Compensation Committee based upon the performance of both the Company and Ms. Bartz for the relevant year. Ms. Bartz’s employment with the Company was terminated on September 6, 2011. For more information, please see “Bartz Separation” below.

Equity-Based Awards

Each of the equity-based awards reported in the “Grants of Plan-Based Awards—2011” table was granted under, and is subject to the terms of, our 1995 Stock Plan. The 1995 Stock Plan is administered by the Compensation Committee. The Compensation Committee has authority to interpret the plan provisions and make all required determinations under the 1995 Stock Plan. This authority includes making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provision to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the 1995 Stock Plan are generally transferable only to a beneficiary of a Named Executive Officer upon his or her death. However, the Compensation Committee may establish procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable securities laws.

Under the terms of the 1995 Stock Plan, if there is a change in control of Yahoo!, each Named Executive Officer’s outstanding awards granted under the plan will generally be assumed by the successor company, unless the Compensation Committee provides that the award will not be assumed and will become fully vested and, in the case of options, exercisable. Any options that are vested at the time of the change in control (including options that become vested in connection with the change in control) generally must be exercised within 30 days after the optionee receives notice of the acceleration.

Stock Options. In February 2011, each of the Named Executive Officers was granted a stock option as part of the Company’s 2011 annual grant process. Each of these February 2011 options is scheduled to vest in three equal annual installments following the date of grant. In January 2011, Mr. Levinsohn was granted a stock option in connection with his commencing employment with the Company. This option is scheduled to vest as to 25 percent of the option on the first anniversary of Mr. Levinsohn’s start date and as to the remaining 75 percent of the option in six semi-annual installments over the three-year period thereafter. Each of the options granted to the Named Executive Officers in 2011 has a per-share exercise price equal to the closing price of our common stock on the grant date and a maximum term of seven years.

Time-Based Stock Awards. In February 2011, each of the Named Executive Officers was granted an award of restricted stock units as part of the Company’s 2011 annual grant process. Each of these February 2011 awards is scheduled to vest in equal annual installments on each of the first three anniversaries of the grant date. In November 2011, each of the Named Executive Officers (other than Ms. Bartz) was granted another award of restricted stock units. Each of these November 2011 awards is scheduled to vest as to 100 percent of the restricted stock units on the second anniversary of the grant date. In January 2011, Mr. Levinsohn was granted an award of restricted stock units in connection with his commencing employment with the Company. The award is

 

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scheduled to vest in equal annual installments on each of the first four anniversaries of the grant date. Each of these restricted stock unit awards is payable in shares of the Company’s common stock on a one-for-one basis following the vesting date.

Performance-Based Stock Awards. In February 2011, as part of the Company’s 2011 annual grant process, each of the Named Executive Officers was granted an award of performance-based restricted stock units. The vesting of these awards is subject to the Company’s financial performance in 2011 in relation to performance goals established at the beginning of the year by the Compensation Committee, as well as the executive’s continued employment with the Company through the third anniversary of the grant date. As noted in the “Compensation Discussion and Analysis,” the Compensation Committee decided that the performance metrics applicable to these 2011 awards would be revenue ex-TAC growth rate and ex-TAC operating margin. The total number of units credited would range between 0 percent and 200 percent of the target number of units subject to the award depending on the Company’s 2011 performance. In February 2012, the Compensation Committee determined that, based on the Company’s financial performance in 2011, 50 percent of the target number of units would be credited with respect to each of these outstanding 2011 performance awards. The stock units credited to the executive are scheduled to vest on the third anniversary of the February 2011 grant date, subject to the executive’s continued employment or service with the Company through the vesting date.

Also in February 2011, the Company and each of the Named Executive Officers who received a financial performance-based award in February 2009 or February 2010 entered into amendments of such awards to specify the performance metrics for the awards’ 2011 tranches. Unlike the 2011 financial performance-based awards described above (which are based on a single-year’s financial performance), each of these 2009 and 2010 performance awards provided for the executive to be credited with a number of restricted stock units based on the Company’s financial performance in each of the three years following the date of grant, in relation to performance goals established at the beginning of each such year by the Compensation Committee. The number of units credited each year would range between 0 percent and 200 percent of the annual target number of units depending on the Company’s performance during such year. The annual target number of units is equal to one-third of the total target number of units subject to the award. Each of these awards is treated as three separate annual grants for accounting purposes and, accordingly, only the one-third portion (or tranche) of units eligible to vest based on the Company’s 2011 financial performance is shown in the tables above. The stock units credited to the executive based on Company financial performance are scheduled to vest on the third anniversary of the 2009 or 2010 award date, as applicable, subject to the executive’s continued employment or service with the Company through the vesting date. As noted in the “Compensation Discussion and Analysis,” the February 2011 amendment of these awards provided that the 2011 performance metrics applicable to these awards would be revenue ex-TAC growth rate and ex-TAC operating margin. In February 2012, the Compensation Committee and each of the Named Executive Officers who received a financial performance-based award in February 2010 (other than Ms. Bartz) entered into amendments of those awards to provide that the 2012 tranche of the 2010 awards will not be subject to performance goals but, instead, will be subject only to time-based vesting (so that the annual target number of units for 2012 is scheduled to vest in February 2013, subject to continued employment or service with the Company through the vesting date).

Each of these restricted stock unit awards is payable in shares of the Company’s common stock on a one-for-one basis following the vesting date. For more information on the performance-based vesting requirements applicable to the restricted stock unit awards granted to the Named Executive Officers in 2011, see the “Compensation Discussion and Analysis.” Refer to the “Potential Payments upon Termination or Change in Control” section below for information on the severance and change in control provisions applicable to all equity-based awards granted to the Named Executive Officers in 2011.

Non-Equity Incentive Plan Awards

Each of the “non-equity incentive plan awards” reported in the “Grants of Plan-Based Awards—2011” table was granted under, and is subject to the terms of, our EIP. Please see the “Compensation Discussion and Analysis” above for a description of the material terms of awards granted under our EIP for 2011.

 

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Outstanding Equity Awards at Year-End—2011

The following table presents all outstanding equity awards held by the Named Executive Officers at the end of 2011. Vesting of these awards is generally conditioned upon the Named Executive Officer’s continuous employment through the applicable vesting date.

 

Name

  Option Awards     Stock Awards  
  Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options
(#)(1)
Unexercisable
    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(1)
    Option
Exercise
Price
($)
    Option
Expiration
Date
    Number
of

Shares
or

Units of
Stock
that
Have

Not
Vested
(#)(1)
    Market
Value

of Shares
or

Units of
Stock

that
Have
Not

Vested
($)(2)
    Equity
Incentive
Plan
Awards:
Number
of

Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested
(#)
    Equity
Incentive
Plan
Awards:
Market
or

Payout
Value of
Unearned
Shares,
Units or
Other
Rights
that

Have Not
Vested
($)(2)
 
                 

Timothy R. Morse

    250,000        150,000 (3)        17.00        7/27/2016           
    26,260        78,780 (4)        15.24        2/25/2017           
      200,370 (4)        16.50        2/25/2018           
              150,000 (5)      2,419,500       
              24,412 (6)      393,766       
              18,337 (7)      295,768       
                  16,275 (8)      262,516   
              61,090 (6)      985,382       
              61,085 (9)      985,301       
              115,000 (10)      1,854,950       

Ross B. Levinsohn

    100,000        300,000 (11)        15.83        1/28/2018           
      250,460 (4)        16.50        2/25/2018           
              175,000 (12)      2,822,750       
              76,360 (6)      1,231,687       
              76,360 (9)      1,231,687       
              75,000 (10)      1,209,750       

Michael J. Callahan

    78,750            20.58        12/10/2013           
    65,000            37.08        12/16/2014           
    100,000            34.75        2/1/2015           
    30,000            40.68        12/20/2012           
    330,000            31.59        5/31/2013           
    150,000            32.12        2/26/2014           
    150,000            23.03        8/27/2014           
    125,000        125,000 (13)        12.48        2/25/2016           
    44,486        44,484 (13)        12.48        2/25/2016           
    22,978        68,932 (4)        15.24        2/25/2017           
      100,180 (4)        16.50        2/25/2018           
              20,260 (14)      326,794       
              32,956 (15)      531,580       
                  20,260 (16)      326,794   
              21,360 (6)      344,537       
              16,044 (7)      258,790       
                  14,240 (8)      229,691   
              30,540 (6)      492,610       
              30,545 (9)      492,691       
              75,000 (10)      1,209,750       

Carol Bartz

        1,527,778 (17)      11.73        3/31/2013           
    311,387            12.48        9/6/2012           
    231,090            15.24        9/6/2012           
    166,970            16.50        9/6/2012           
                  81,035 (16)      1,307,095   
                  35,808 (18)      577,575   

Blake J. Irving(19)

    150,000        250,000 (20)        14.15        7/26/2017           
      250,460 (4)        16.50        2/25/2018           
              125,000 (21)      2,016,250       
              76,360 (6)      1,231,687       
              76,360 (9)      1,231,687       
              75,000 (10)      1,209,750       

 

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(1) In accordance with the terms and conditions applicable to the award, each award reported in these columns generally is subject to earlier termination in connection with certain terminations of the award holder’s employment and to acceleration in certain circumstances as described under “Potential Payments Upon Termination or Change in Control,” below.

 

(2) Value is based on the closing price of Yahoo! common stock of $16.13 on the final trading day of 2011, as reported on NASDAQ.

 

(3) One-third of these stock options will become exercisable on June 17, 2012, and the remainder will become exercisable in equal semi-annual installments thereafter through June 17, 2013.

 

(4) One-third of these stock options became exercisable on February 25, 2012 and the remainder will become exercisable in equal annual installments thereafter through February 25, 2014.

 

(5) These restricted stock units will vest on July 27, 2012.

 

(6) One-third of these restricted stock units vested on February 25, 2012 and the remainder will vest in equal annual installments thereafter through February 25, 2014.

 

(7) These restricted stock units will vest on February 25, 2013. Amount shown is the aggregate number of credited stock units from the 2010 and 2011 tranches of a 2010 award with vesting contingent on the Company’s achievement of annual financial performance goals (an “AFP-based performance award”).

 

(8) These restricted stock units are scheduled to vest, if at all, based on the Company’s total shareholder return relative to that of the other NASDAQ-100 index companies over the three-year performance period ending February 25, 2013. Amount shown is the threshold vesting level.

 

(9) These restricted stock units will vest on February 25, 2014. Amount shown is the aggregate number of credited stock units from a 2011 AFP-based performance award.

 

(10) These restricted stock units will vest on November 30, 2013.

 

(11) One-sixth of these stock options will vest on May 15, 2012, and the remainder will become exercisable in equal semi-annual installments thereafter through November 15, 2014.

 

(12) One-fourth of these restricted stock units vested on January 28, 2012 and the remainder will vest in equal annual installments thereafter through January 28, 2015.

 

(13) One-half of these stock options became exercisable on February 25, 2012 and the remainder will become exercisable on February 25, 2013.

 

(14) One-half of these restricted stock units vested on February 25, 2012 and the remainder will vest on February 25, 2013.

 

(15) These restricted stock units vested on February 25, 2012. Amount shown is the aggregate number of credited stock units from the 2009, 2010, and 2011 tranches of a 2009 AFP-based performance award.

 

(16) These restricted stock units were scheduled to vest, if at all, based on the Company’s total shareholder return relative to that of the other NASDAQ-100 index companies over the three-year performance period ending February 25, 2012. Amount shown is the threshold vesting level. In March 2012, the Compensation Committee determined that the Company’s total shareholder return for the three-year performance period did not meet the minimum performance level required for payment. Accordingly, these awards were forfeited in their entirety.

 

(17) Reflects the threshold vesting level of a four-year performance-based stock option granted in January 2009 (the “Inducement Option”). The Inducement Option becomes exercisable, if at all, based on the attainment of average closing prices for the Company’s common stock (as reported on NASDAQ) for 20 consecutive trading days prior to January 1, 2013 (or, if a change in control, as defined in Ms. Bartz’s employment agreement, occurs prior to January 1, 2013, the price of the Company’s common stock on the NASDAQ immediately preceding the closing of the change in control, even if such price is not maintained for 20 consecutive trading days) (in either case, the “Average Price”) as follows: (i) one-third of the option (equal to 1,527,778 shares) will vest if the Average Price is equal to or greater than $17.595 (which is 150 percent of the exercise price of $11.73, the fair market value of the Company’s common stock on the date of grant); (ii) an additional one-sixth of the option (equal to 763,889 shares) will vest if the Average Price is equal to or greater than $20.5275 (which is 175 percent of the exercise price); (iii) an additional one-sixth of the option (equal to 763,890 shares) will vest if the Average Price is equal to or greater than $23.46 (which is 200 percent of the exercise price); (iv) an additional one-twelfth of the option (equal to 381,944 shares) will vest if the Average Price is equal to or greater than $26.3925 (which is 225 percent of the exercise price); (v) an additional one-twelfth of the option (equal to 381,944 shares) will vest if the Average Price is equal to or greater than $29.325 (which is 250 percent of the exercise price); and (vi) an additional one-sixth of the option (equal to 763,890 shares) will vest if the Average Price is equal to or greater than $35.19 (which is 300 percent of the exercise price).

 

(18) These restricted stock units are scheduled to vest, if at all, based on the Company’s total shareholder return relative to that of the other NASDAQ-100 index companies over the three-year performance period ending February 25, 2013. Amount shown is the award’s threshold vesting level, pro-rated based on Ms. Bartz’s months worked during the three years ending February 25, 2013.

 

(19) As noted above, Mr. Irving’s employment with the Company will end on April 30, 2012. Each of his outstanding unvested awards will terminate on that date, after giving effect to applicable acceleration provisions (see “Potential Payments Upon Termination or Change in Control—Executive Severance Agreements” and “—Equity Awards,” below).

 

(20) One-fifth of these stock options were scheduled to become exercisable on May 17, 2012, and the remainder were scheduled to become exercisable in equal semi-annual installments thereafter through May 17, 2014.

 

(21) These restricted stock units were scheduled to vest on July 26, 2013.

 

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Option Exercises and Stock Vested—2011

The following table presents all stock options exercised and value realized upon exercise, and all stock awards vested and value realized upon vesting, by the Named Executive Officers during 2011.

 

Name

   Option Awards      Stock Awards  
   Number  of
Shares

Acquired
on Exercise

(#)
     Value Realized
on Exercise
($)
     Number of
Shares Acquired
on Vesting

(#)
     Value Realized
on Vesting
($)(1)
 

Timothy R. Morse

     0         0         8,138         134,277   

Ross B. Levinsohn

     0         0         0         0   

Michael J. Callahan

     0         0         17,250         284,625   

Carol Bartz

     0         0         462,299         6,489,793   

Blake J. Irving

     0         0         0         0   

 

(1) In the case of stock awards, the value realized equals the fair market value of Yahoo! common stock on the vesting date, multiplied by the number of shares/units that vested.

Potential Payments Upon Termination or Change in Control

The following section describes the benefits that may become payable to certain Named Executive Officers in connection with a termination of their employment with the Company and/or a change in control of the Company under arrangements in effect on December 31, 2011.

Executive Severance Agreements

As described in the “Compensation Discussion and Analysis,” above, in February 2011, the Compensation Committee approved the Company’s entry into Severance Agreements with the Company’s executive officers (including each of the Named Executive Officers other than Ms. Bartz) to provide severance benefits to these executives should their employment terminate in certain circumstances. Under each Severance Agreement, in the event that the Company terminates the executive’s employment without “cause” (as defined in the agreement), the executive would generally be entitled to receive cash severance equal to (1) the executive’s base salary for 12 months, (2) the executive’s annual target bonus for the year in which the termination notice is provided, and (3) a prorated portion of the annual bonus the executive would have received for the year in which the termination notice is provided (or, if less, the executive’s target bonus for such year) based on the number of months the executive was actively employed with the Company during the year. The executive would also be entitled to payment by the Company of an amount equal to the executive’s COBRA premiums for continuation of health benefits up to 12 months following termination. In addition, the Severance Agreement provides that if an executive’s employment terminates and the executive is entitled to severance as described above, then:

 

   

any portion of the executive’s outstanding stock options and time-based restricted stock unit awards granted prior to the date of the Severance Agreement that is scheduled to vest within six months following such a termination of the executive’s employment will vest on the termination date; and

 

   

the executive’s outstanding restricted stock unit awards granted prior to the date of the Severance Agreement that vest based on the Company’s financial performance will vest as to any stock units credited under the award based on Company performance for any year prior to the year in which the termination occurs, and if the executive is employed with the Company for at least six months of the year in which the termination occurs, the award will vest as to a prorated portion of the stock units that would have been credited under the award based on the Company’s performance for that year.

In each case, the executive’s right to receive the severance benefits described above is contingent on the executive’s executing and not revoking a release of claims in favor of the Company and complying with the executive’s obligations under any confidentiality or similar agreement with the Company. If an executive is

 

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entitled to benefits triggered by a termination of employment under the Change-in-Control Severance Plans described below (or another plan or agreement) and the executive’s Severance Agreement, the executive will be entitled to the greater benefit (but not both benefits).

Change in Control Severance Plans

As noted above in the section titled “Compensation Discussion and Analysis,” the Compensation Committee maintains two Change in Control Severance Plans that, together, cover all full-time employees of the Company, including each of the Named Executive Officers currently employed with the Company.

The Change in Control Severance Plans provide that if an eligible employee’s employment with the Company is terminated by the Company without cause or by the employee for good reason (as these terms are defined in the applicable Change in Control Severance Plan) within one year after a change in control of the Company, the employee will generally be entitled to receive the following severance benefits:

 

   

Continuation of the employee’s annual base salary, as severance pay, over a designated number of months following the employee’s severance date. The number of months will range from four months to 24 months, depending on the employee’s job level.

 

   

Reimbursement for outplacement services for 24 months following the employee’s severance date, subject to a maximum reimbursement that ranges from $3,000 to $15,000, depending on the employee’s job level.

 

   

Continued medical group health and dental plan coverage for the period the employee receives severance pay.

 

   

Accelerated vesting of all stock options, restricted stock units and any other equity-based awards previously granted or assumed by the Company and outstanding as of the severance date, unless otherwise set forth in the applicable award agreement for grants or awards made after February 12, 2008.

The number of months used to calculate the severance benefit under the Change in Control Severance Plans for each Named Executive Officer is 24 months and the outplacement benefit applicable to each Named Executive Officer is $15,000. The plans do not provide tax gross-ups for potential excise or other taxes on the benefits that may be paid.

Each eligible employee will be entitled to the greater of (a) the severance payments and benefits pursuant to the Change in Control Severance Plans or (b) the severance benefits under any negotiated severance agreement between such employee and the Company (if applicable).

Payment of the foregoing severance benefits is conditioned upon the employee’s execution of a release of claims in favor of the Company and compliance with the employee’s confidentiality, proprietary information and assignment of inventions obligations to the Company.

A “change in control” would generally be triggered under the Change in Control Severance Plans by a person or group of persons acquiring more than 40 percent of the Company’s voting stock, consummation of certain mergers and other transactions where the Company’s shareholders owned less than 50 percent of the surviving entity, a liquidation of the Company, or consummation of a sale of all or substantially all of the Company’s assets. A sale of the Company’s search business would not constitute a change in control.

Equity Awards

With respect to equity awards granted to Mr. Callahan in February 2009, to Messrs. Morse and Callahan in February 2010, and to each of the Named Executive Officers (other than Ms. Bartz) in February 2011 and November 2011, the executive will be entitled to full acceleration of his or her outstanding and unvested awards

 

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if, within 12 months following a change in control of the Company, the executive’s employment is terminated by the Company without cause or by the executive for good reason (as such terms are defined in the applicable award agreements). In addition, such awards may partially vest if the executive’s employment is terminated by the Company without cause or due to the executive’s death or disability prior to a change in control as follows: (a) as to the performance stock units that vest based on the Company’s total shareholder return over a three-year performance period and provided that the termination of employment occurs between 18 and 36 months after the award is granted, the number of units that vest at the end of the three-year period based on performance will be pro-rated based on the executive’s period of service over the performance period; (b) the November 2011 awards will vest pro-rata based on days worked during the two-year vesting period; and (c) vesting of the other awards will be determined under the terms of the Severance Agreement as described above.

With respect to the award of 150,000 restricted stock units granted to Mr. Morse in July 2009 and the award of 125,000 restricted stock units granted to Mr. Irving in July 2010 (each of which is scheduled to vest 100 percent on the third anniversary of the grant date), each such executive’s award agreement provides that if his employment is terminated by the Company without cause (as defined in the agreement) prior to the third anniversary of his employment start date, the award will vest on a pro-rata basis.

In addition to the benefits described above, outstanding equity-based awards held by the Named Executive Officers may also be subject to accelerated vesting in connection with a change in control of the Company under the terms of our 1995 Stock Plan and outstanding awards held by each Named Executive Officer on the date of his Severance Agreement may be subject to accelerated vesting as described under “—Executive Severance Agreements,” above.

Estimated Severance and Change in Control Benefits

Severance Benefits. The following table presents the Company’s estimate of the amount of the benefits to which each of the Named Executive Officers (other than Ms. Bartz) would have been entitled had his employment been terminated by the Company on December 31, 2011 without cause (as defined in the executive’s award or Severance Agreement, as applicable), and other than in connection with a change in control of the Company.

 

Name

   Cash
Severance
($)
     Continuation of
Health Benefits
($)
     Equity
Acceleration
($)(1)
    Total
($)
 

Timothy R. Morse

     2,100,000         24,743         3,791,854 (2)      5,916,597 (2) 

Ross B. Levinsohn

     1,960,000         24,743         2,414,250        4,398,993   

Michael J. Callahan

     1,175,000         24,743         2,106,551 (2)(3)      3,306,294 (2)(3) 

Blake J. Irving

     2,114,000         24,743         2,744,668        4,883,411   

 

(1) This column reports the intrinsic value of the unvested portions of the executive’s awards that would accelerate in the circumstances. For options, this value is calculated by multiplying the amount (if any) by which $16.13 (the closing price of the Company’s common stock on the final trading day of 2011) exceeds the exercise price of the option by the number of shares subject to the accelerated portion of the option. For restricted stock unit awards, this value is calculated by multiplying $16.13 by the number of units subject to the accelerated portion of the award.

 

(2) In addition, as to the restricted stock units awarded to Mr. Morse and Mr. Callahan in February 2010 that vest based on the Company’s three-year total shareholder return relative to that of the other NASDAQ-100 index companies, a target number of 19,891 units for Mr. Morse and 17,404 units for Mr. Callahan would remain outstanding and in 2013 would be payable in a number of shares of common stock ranging from 0 percent to 200 percent of such amount based on the Company’s relative total shareholder return over the three years ending February 25, 2013.

 

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(3) In addition, as to the restricted stock units awarded to Mr. Callahan in February 2009 that vest based on the Company’s three-year total shareholder return relative to that of the other NASDAQ-100 index companies, a target number of 38,268 units would remain outstanding and in 2012 would be payable in a number of shares of common stock ranging from 0 percent to 200 percent of such amount based on the Company’s relative total shareholder return over the three years ending February 25, 2012. In March 2012, the Compensation Committee determined that the Company’s total shareholder return for the three-year performance period did not meet the minimum performance level required for payment and, accordingly, this award was forfeited in its entirety.

Change in Control Severance Benefits. The following table presents the Company’s estimate of the amount of the severance benefits to which each of the Named Executive Officers (other than Ms. Bartz) would be entitled under the arrangements described above if his employment was terminated by the Company without cause (or, as to some benefits, by the executive for good reason) within 12 months following a change in control of the Company, and assuming for purposes of this illustration that the termination of employment occurred on December 31, 2011.

 

Name

   Cash
Severance
($)(1)
     Continuation of
Health Benefits
($)(1)
     Outplacement
Benefits
($)
     Equity
Acceleration
($)(2)
     Total
($)
 

Timothy R. Morse

     2,100,000         24,743         15,000         8,777,620         10,917,363   

Ross B. Levinsohn

     1,960,000         24,743         15,000         7,817,560         9,817,303   

Michael J. Callahan

     1,175,000         24,743         15,000         6,280,989         7,495,732