Yahoo Inc. (YHOO) Appoints Two Directors Ahead of Starboard Talks

Yahoo Sunnyvale

Yahoo! Inc. (NASDAQ:YHOO) announced the appointment of two new independent directors, which increased the size of its Board from seven to nine members.

According to the technology company, Catherine J. Friedman, a former managing director at Morgan Stanley (NYSE:MS) and Eric K. Brandt, a former chief financial officer at Broadcom Corporation (NASDAQ: BRCM) joined the Board effective March 8, 2016.

Yahoo Chairman Maynard Webb described Friedman and Brandt as “highly respected, experienced practitioners in their fields.”

“Today we are at an important juncture in Yahoo’s transformation, as we execute on our refined strategy and explore strategic alternatives for the company,” said Webb.

Yahoo added expertise to help the Board advance its strategic goals

On the other hand, Yahoo CEO Marissa Mayer explained that the company added additional expertise to help its Board of Directors advance its strategic goals while continuing its transformation.

Friedman held numerous positions during her 23 years career at Morgan Stanley, where she was considered a strategic and transaction advisor to many of the most important companies.

“I am delighted to have the privilege to serve on the Yahoo board. The opportunity to work with my fellow directors and the Yahoo management team to guide Yahoo into its next chapter is exciting,” said Friedman.

Brandt is a director of Lam Research Corporation and Dentsply Sirona. He also served as president and CEO of Avanir Pharmaceuticals and CFO of Allergan.

“I am honored to join the board of a company I have observed and admired over the course of my career. As the technology landscape continues to change, I am excited to work with the board and management during this important time,” said Brandt.

Yahoo’s move viewed negative

Robert Peck, an analyst at SunTrust Robinson Humphrey, commented that he was
“a little perplexed” by the decision of Brandt and Friedman to accept Yahoo’s appointment since the company would likely face a “potential messy proxy battle.”

In a note to investors, Peck said, “We are unclear why the company would make such a move before impending discussions reportedly this week to take place with Starboard. We take this news as negative, as it likely means the company is gearing up for a proxy contest.”

Yahoo is scheduled to engage in discussions with Starboard Value this week to avoid a proxy fight. The activist investor was reportedly planning to demand at least four seats to gain control of the company’s Board.


The stock price of Yahoo declined more than 3% to $32.39 per share at the time of this writing around 1:40 in the afternoon in New York.