UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2014
Yahoo! Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28018 | 77-0398689 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 701 First Avenue Sunnyvale, California |
94089 | |||
| (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. |
On March 21, 2014, John Hayes notified the Board of Directors (the “Board”) of Yahoo! Inc. (“Yahoo”) that he will not seek re-election as a director at Yahoo’s 2014 Annual Meeting of Shareholders (the “Annual Meeting”). Mr. Hayes will continue to serve as a director until the Annual Meeting.
| Item 8.01. | Other Events. |
On March 27, 2014, Yahoo issued a press release regarding Mr. Hayes’ decision not to seek re-election to the Board at the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Yahoo! Inc. press release dated March 27, 2014 | |
SIGNATURE
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.
| YAHOO! INC. | ||
| (Registrant) | ||
| By: | /s/ Ronald S. Bell | |
| Name: Ronald S. Bell | ||
| Title: General Counsel and Secretary | ||
Date: March 27, 2014
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Yahoo! Inc. press release dated March 27, 2014 | |
Exhibit 99.1
John Hayes to Retire From Yahoo Board of Directors
Executive Vice President and Chief Marketing Officer, American Express Company served on Yahoo board since 2012
SUNNYVALE, California — March 27, 2014— Yahoo! Inc. today announced that John Hayes, Executive Vice President and Chief Marketing Officer, American Express Company, has decided not to seek re-election to Yahoo’s board of directors at the company’s upcoming 2014 shareholder meeting in June.
“John brought enthusiasm, expertise, and energy to the Yahoo board. His insights into how to nurture our brand and implement our strategy have been invaluable,” said Yahoo CEO Marissa Mayer. “We greatly appreciate everything that John has contributed to Yahoo, and will miss his perspective and his leadership.”
“I have made the difficult decision to not seek re-election to the Yahoo Board. While I have tremendous confidence in the continued progress and success of Yahoo, I am unable to bring the time and focus I’d like to Yahoo, given my broad executive responsibilities at American Express. I look forward to continuing to offer my support both as a daily user and as a shareholder.”
Hayes joined the Yahoo board in April 2012, and currently chairs the Nominating & Corporate Governance committee. He will remain a member of the Yahoo board and will continue to chair the Nominating & Corporate Governance committee through the annual shareholder meeting.
Hayes has served as a member of the Yahoo board since April 2012. He has served as Executive Vice President of American Express Company since 1995 and Chief Marketing Officer since 2003, overseeing the company’s marketing strategies and product development, as well as its global marketing, market research and publishing organizations. Prior to joining American Express, he was the President of Lowe & Partners, a leading brand and advertising firm, where he focused on the development of product positions and global campaigns for some of the world’s top corporate brands. Hayes serves as a director of Keurig Green Mountain, Inc. and is a member of the Board of Regents of Seton Hall University.
About Yahoo
Yahoo is focused on making the world’s daily habits inspiring and entertaining. By creating highly personalized experiences for our users, we keep people connected to what matters most to them, across devices and around the world. In turn, we create value for advertisers by connecting them with the audiences that build their businesses. Yahoo is headquartered in Sunnyvale, California, and has offices located throughout the Americas, Asia Pacific (APAC) and the Europe, Middle East and Africa (EMEA) regions. For more information, visit the pressroom (pressroom.yahoo.net) or the Company’s blog (yahoo.tumblr.com).
Yahoo! Inc.
Media Relations Contact:
Sarah Meron, 408-349-4040
media@yahoo-inc.com
or
Investor Relations Contact:
Joon Huh, 408-349-3382
investorrelations@yahoo-inc.com