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Yahoo! board not out of the woods yet

by Scott Bicheno on 6 August 2008, 11:54

Tags: Yahoo! (NASDAQ:YHOO)

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Funny business

Just when we thought the matter of who runs Yahoo! was resolved, for the time being at least, the Internet giant has managed to complicate matters with some dodgy maths.

From the country that brought you the “hanging chad” we now have the “tabulation error” and the “truncation error”. These are the reasons Yahoo! is citing for giving three board members two hundred million more votes a piece and two members a hundred million more in the recent shareholder meeting.

Yahoo! is blaming it all on a company called Broadridge, which calls itself a “full-service outsourcing provider to the global financial industry,” and has the motto: “Accurate, Dependable, Efficient”. Broadridge apparently processed proxies on behalf of institutional investors and got all confused when the numbers of withheld votes got into nine figures.

This apparently resulted in a “truncation error” (i.e. miscalculation), which bizarrely resulted in those five board members who had had 100 million or more shares withheld from them, being credited with more votes in the “For” column and less in the “Withheld” column. This discrepancy was to the tune of 200 million in the case of Yang, Bostock and Burkle and 100 million in the case of Kern and Wilson. Still, nobody’s perfect.

As you can see from the tables below taken from Yahoo!’s website, this means the five board members in question now only have the support of around two thirds of the shareholders, with only three fifths backing chairman Roy Bostock.

Despite Yahoo!’s claim that this changes nothing, it remains to be seen what effect this will have on the make-up of the Yahoo! board. There is some precedent for board members resigning after only receiving the support of a small majority of shareholders and, at the very least, this must surely have strengthened Carl Icahn’s position.

 

Press release: Yahoo! Acknowledges Tabulation Error by Broadridge 



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