Yahoo activist shareholder Dan Loeb, whose hedge fund owns 5.8% of Yahoo and is in a proxy fight to control the company’s board, just put out a release suggesting that the Yahoo board is making it more difficult for some shareholders to vote in the upcoming board elections.The accusation is this: Yahoo has been unusually quiet about the “record date” of its annual meeting.
The reason that’s a problem: Only people who own Yahoo shares 60 days before Yahoo holds its meeting are able to vote. Lots of Yahoo shareholders don’t technically own their stock all the time: they have options on Yahoo stock or have “swaps” in place.
The implication: Yahoo is making it hard for shareholders to vote on board members because it is afraid of how those shareholders will vote.
Third Point LLC, Yahoo! Inc.’s (NASD: YHOO) largest outside shareholder, noted today that Yahoo! has set a record date of Thursday, May 17, 2012 for its upcoming 2012 Annual Meeting of Shareholders, thus making Monday, May 14, 2012 the last day that a shareholder may purchase shares and settle with record date ownership.
This information was not included in Yahoo!’s preliminary proxy statement filed with the SEC and has not been publicized by Yahoo, other than by meeting the minimum requirements of SEC rules by providing it to banks, brokers and other nominees.
In addition, Yahoo! has not yet publicly announced the date of its Annual Meeting.
Third Point, the beneficial holder of approximately 5.8% of Yahoo!’s common shares, has notified Yahoo! that it intends to nominate four candidates ― Daniel S. Loeb, Harry J. Wilson, Michael J. Wolf and Jeffrey A. Zucker ― for election to Yahoo!’s board at the Annual Meeting. Third Point has filed its preliminary proxy statement with the Securities and Exchange Commission and maintains a website at www.valueyahoo.com to provide additional information to Yahoo! shareholders about its nominees and its positions on the many serious challenges facing the company.
Third Point urges Yahoo! shareholders to take the necessary steps with their custodial banks and brokerage firms to ensure they have the ability to vote at Yahoo!’s upcoming Annual Meeting. Shares held in margin accounts may be loaned out by brokers without the knowledge or consent of the beneficial owner on the May 17, 2012 record date and, if subject to a stock loan, cannot be voted by the beneficial owner whose shares were loaned out. In order to ensure that Yahoo! shareholders have the ability to vote, they should move their shares into a cash account in advance of the May 17 record date or make other arrangements with their bank, broker or other nominee.
Investors who are “long” Yahoo! through equity swaps do not have the right to vote shares at the Annual Meeting. In order to have the ability to vote in respect of a Yahoo! position held in swap, investors should begin the process of unwinding any swaps and moving into physical shares so that the transaction settles in advance of the May 17 record date.
Investors who are invested in Yahoo! through swap, or who are interested in adding to their ownership in Yahoo!, should complete any purchases by Monday, May 14 in order to allow for trade settlement by the record date and to ensure that these additional shares may vote at the Annual Meeting.