8-K 1 d571384d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2013



Yahoo! Inc.

(Exact name of registrant as specified in its charter)




Delaware   000-28018   77-0398689

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


701 First Avenue

Sunnyvale, California

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (408) 349-3300

Not Applicable

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Officer

Miyuki Rosen, Senior Vice President, Global Media, will be leaving Yahoo! Inc. (the “Company”) effective September 1, 2013. Ms. Rosen will receive the severance benefits provided in her existing Severance Agreement with the Company and her Company equity award agreements for a termination without cause. These benefits generally consist of (1) a cash severance benefit equal to Ms. Rosen’s base salary for six months, half of her annual target bonus, and a prorated portion of her annual bonus for 2013; (2) reimbursement of COBRA premiums for up to six months for continuation of health benefits; and (3) accelerated vesting of certain portions of Ms. Rosen’s outstanding stock options and restricted stock unit awards. Receipt of these benefits will generally be conditioned on Ms. Rosen executing a release in favor of the Company.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





 /s/ Ronald S. Bell

  Name:       Ronald S. Bell
  Title:         General Counsel & Secretary

Date: July 22, 2013