If Yahoo weren’t flailing in other aspects of its business, conspiracy theorists might have a leg to stand on: CEO Jerry Yang “disappeared” millions of proxy votes against him so as to maintain his throttle-hold on the company.
Alas, it was just another ham-fisted screw-up.
Yahoo’s proxy firm Broadridge miscounted the votes. As we noted yesterday, the new count doesn’t change anything–except give Jerry and Roy Bostock less shareholder support than they thought.
*UPDATE: Yahoo says the fault was entirely Broadridge’s (or the voters) and says Broadridge works for banks, brokers, and institutions, not Yahoo. Translation: Don’t blame us. WSJ:
In a statement Monday, Yahoo said it accurately announced the certified results. The company “did not participate in the execution of the votes and was not a party to any errors which may have been made either by a voting institution or a proxy processing intermediary acting on behalf of banks, brokers and institutions,” the statement read.
UPDATE 2: Here are the new numbers. Only 66% of shareholders voted to keep Jerry. Still a comfortable margin, but far from overwhelming. Icahn and his friends might actually have been able to get him fired!
Yahoo! Inc. (Nasdaq:YHOO – News) was informed today by Corporate Election Services, the inspector of elections for the Yahoo! annual meeting of shareholders on August 1, 2008, that Corporate Election Services was notified this morning by Broadridge Financial Solutions, Inc., an independent voting intermediary that processes proxies on behalf of banks, brokers and institutions, of errors made by Broadridge in reporting votes at the meeting. Specifically, as Broadridge publicly disclosed earlier today, when Broadridge reported voting results for “withholds”, a truncation error occurred in reporting share numbers that exceeded eight digits.
The following table reflects the corrected Broadridge numbers: Director Shares For % For Shares Withheld % Withheld Roy J. Bostock 632,023,657 60.4% 414,071,927 39.6% Ronald W. Burkle 649,373,291 62.1% 396,722,293 37.9% Eric Hippeau 948,862,579 90.7% 97,233,005 9.3% Vyomesh Joshi 971,594,650 92.9% 74,500,934 7.1% Arthur H. Kern 714,871,925 68.3% 331,223,659 31.7% Robert A. Kotick 967,044,818 92.4% 79,050,766 7.6% Mary Agnes Wilderotter 964,939,727 92.2% 81,155,857 7.8% Gary L. Wilson 756,006,576 72.3% 290,089,008 27.7% Jerry Yang 693,055,602 66.3% 353,039,982 33.7% The following table shows the original voting results certified by the inspector of elections, as previously reported: Director Shares For % For Shares Withheld % Withheld Roy J. Bostock 832,023,657 79.5% 214,071,927 20.5% Ronald W. Burkle 849,373,291 81.2% 196,722,293 18.8% Eric Hippeau 948,862,579 90.7% 97,233,005 9.3% Vyomesh Joshi 971,594,650 92.9% 74,500,934 7.1% Arthur H. Kern 814,871,925 77.9% 231,223,659 22.1% Robert A. Kotick 967,044,818 92.4% 79,050,766 7.6% Mary Agnes Wilderotter 964,939,727 92.2% 81,155,857 7.8% Gary L. Wilson 856,006,576 81.8% 190,089,008 18.2% Jerry Yang 893,055,602 85.4% 153,039,982 14.6%These errors did not affect the outcome of the election of directors. No errors were reported with respect to the other proposals presented at the annual meeting
Original Broadridge statement (courtesy Kara Swisher, who broke the story):
On August 4, Broadridge was notified by an investor of a potential discrepancy in a reported vote at the Yahoo Annual Meeting on August 1.
Upon review, it was determined that there was a truncation error in the final printout sent to the tabulator. This resulted in the under-reporting of shares withheld for certain directors.
This error did not change the outcome of the election of directors, and was determined to be an isolated incident.
Broadridge has determined that the situation was unique – a truncation error occurred when shares withheld for a specific director in a specific nominee exceeded 8 digits and were reported to the tabulator in paper format. Broadridge has fixed the problem. Further, Broadridge has verified that over the past 18 months there were no other meetings with reports that included this unique combination of factors. The review is ongoing for meetings occurring before then.
On August 4th Broadridge notified Yahoo’s Inspector of Elections and Tabulator of the problem, and a revised report was issued on August 5th.
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