The Yahoo board meeting might be a tiny bit more interesting than we first thought: Former AOL CEO Jon Miller, who’d been expected to join the board as part of the Carl Icahn settlement, may not do so after all, the LAT reports. Unfortunately, the LAT doesn’t offer up any more info than that:
After much speculation that he would join Yahoo’s board, two people familiar with the situation said Thursday that he might not. Miller and Yahoo declined to comment.
Update: Indeed, Time Warner is blocking Miller’s appointment to Yahoo’s board.
Miller couldn’t be reached for comment. We assumed this would get answered today, but we now realise this could drag on for up to two weeks: According to the Yahoo proxy, the company doesn’t have to fill the two extra slots until August 15th. Legalese at bottom of this post.
The back story: Miller, whose name now gets floated whenever a leadership void pops up at a major Web player, has never been officially designated as one of the new board members. But he’s clearly supposed to take one of the 2 spots that Yahoo gave to Icahn earlier this month (Icahn himself gets a third seat). Miller’s name was added to the list of potential board members, and highlighted in the press release announcing the settlement. So why would Miller agree to join the board on July 21, but be wavering now? Go ahead and offer up your best conspiracy theories below — or sends us an anonymous tip.
From the Yahoo proxy:
On July 21, 2008, as stated above, the Company and the Icahn Group entered into the Settlement Agreement. Pursuant to the Settlement Agreement, among other things: • The Company has agreed that, as soon as practicable following the date of the Annual Meeting: • but no later one business day following the completion of the Annual Meeting, the Board will (i) increase the number of seats on its Board to 11, (ii) obtain the resignation from the Board of Robert Kotick and (iii) take all necessary action to appoint Carl Icahn (the “Icahn Associates Nominee”) to serve as a director of the Company until no earlier than the Company’s 2009 annual meeting of stockholders (the “2009 Annual Meeting”), subject to the terms of the Settlement Agreement; and • but no later than the later of August 15, 2008 and one business day following completion of the Annual Meeting, the Board will appoint two individuals to serve as directors of the Company until no earlier than the 2009 Annual Meeting, subject to the terms of the Settlement Agreement, which individuals will be selected at the Board’s sole discretion, upon the recommendation of the Company’s Nominating and Corporate Governance Committee, from the following list: Lucian A. Bebchuk, Frank J. Biondi, Jr., John H. Chapple, Mark Cuban, Adam Dell, Keith Meister, Edward H. Meyer, and Brian S. Posner, each of whom was on the Icahn Group’s slate of director nominees, and Jonathan Miller.
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