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NEW YORK – Yahoo! said Sunday that its board has appointed three new independent directors, effective April 5.
They are Peter Liguori, former COO of Discovery Communications and former chairman and president of entertainment of the Fox Broadcasting Network, John Hayes, executive vice president and chief marketing officer of American Express, and Thomas McInerney, the outgoing CFO of Barry Diller‘s IAC.
Yahoo also said it wanted to give activist hedge fund Third Point a say in two board members. It said it was for the appointment of restructuring expert Harry Wilson and another board member acceptable to both parties to its board, but not any of the three others Third Point has suggested. Yahoo also said that there was “value in avoiding the cost and distraction that inevitably accompanies a proxy fight.”
“Each of these individuals impressed the search committee with their demonstrable records of significant accomplishment at the highest levels of media, advertising and marketing, finance, including corporate finance and restructuring, and further insight into customers’ perspectives,” said Patti Hart, chairman of the board’s nominating and corporate governance committee, which conducted the search process for the three new independent directors. “Together, they bring a powerful mix of exactly the right ingredients to fuel Yahoo!’s forward momentum.”
Third Point rejected the Yahoo proposal, saying it would “take our case directly to our fellow shareholders.” It added: “Yahoo!’s shareholders deserve a voice and a choice. We intend to provide them with one at this year’s annual meeting.”
Third Point’s proposed slate of four directors consists of Wilson, former NBCUniversal CEO Jeff Zucker, Third Point CEO Daniel Loeb and industry consultant Michael Wolf.
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