April 27, 2016 Last Updated 8:28 am

Yahoo! reaches deal with pesky investor Starboard Value

The company, which is trying to sell itself off, will add four new directors, as investment firm gets seat at the table

SUNNYVALE, Calif. – April 27, 2016 — Yahoo! Inc. today announced that it has reached an agreement with Starboard Value LP and its affiliates under which four new independent directors, Tor R. Braham, Eddy W. Hartenstein, Richard S. Hill, and Jeffrey C. Smith, Starboard’s CEO and Chief Investment Officer, will join the board, effective immediately. Jeff Smith will also join the Strategic Review Committee. Additionally, Starboard has withdrawn its director nominees for Yahoo’s board as part of the agreement.

At the Annual Meeting, two incumbent directors will not stand for re-election, so that following the Annual Meeting the board will have 11 members.

“We are pleased to welcome these four new highly respected, independent directors to our board,” said Maynard Webb, chairman of Yahoo’s board of directors. “The additional board members will bring valuable experience and perspectives to Yahoo during this important time for our company.”

“This constructive resolution will allow management and the board to keep our focus on our extremely important objectives. Management is looking forward to working with the entire board, including the new directors, to maximize shareholder value,” said Marissa Mayer, CEO of Yahoo.

Jeff Smith said, “I am pleased that we were able to reach a constructive agreement with Yahoo to add new independent directors to the Yahoo Board. We look forward to getting started right away and working closely with management and our fellow board members with the common goal of maximizing value for all shareholders.”

New Directors

Tor R. Braham served as Managing Director and Global Head of Technology Mergers and Acquisitions for Deutsche Bank Securities from 2004 until 2012. During his career, Mr. Braham has been directly involved in negotiating or executing numerous mergers and acquisitions in the technology industry. Prior to joining Deutsche Bank, Mr. Braham served as Managing Director and Co-Head, West Coast U.S. Technology, Mergers and Acquisitions for Credit Suisse First Boston. Mr. Braham currently serves as a director of Viavi Solutions and Sigma Designs.

Eddy W. Hartenstein is a seasoned media executive with a wealth of executive experience from his time serving as CEO of the Tribune Company, Chairman and CEO of DIRECTV, and Publisher and CEO of the Los Angeles Times Media Group. Mr. Hartenstein has served as a director of Tribune Publishing Company since August 2014 and was Non-Executive Chairman until January 2016. Mr. Hartenstein served as the publisher and CEO of the Los Angeles Times Media Group from 2008 to 2014. Mr. Hartenstein currently serves as a director of SanDisk, Sirius XM Holdings, Broadcom Ltd., and Rovi Corporation.

Richard S. Hill is a seasoned senior executive and public company board member who has served as Chairman of Tessera Technologies since 2013, and who previously served as Tessera’s interim CEO. Prior to Tessera, Mr. Hill spent 20 years at Novellus Systems, a semiconductor equipment designer and manufacturer. Mr. Hill currently serves as a director of Tessera, Arrow Electronics, Cabot Microelectronics Corporation, and Autodesk.

Jeffrey C. Smith is a Managing Member, CEO, and Chief Investment Officer of Starboard. Mr. Smith has extensive experience in best-in-class corporate governance practices and significantly improving value at underperforming companies. Mr. Smith currently serves as a director of Advance Auto Parts and, until earlier this month, served as a director and Chairman of Darden Restaurants.

Committee Structure

Two current independent directors, Lee Scott and Sue James, have opted not to stand for reelection at this year’s Annual Shareholder Meeting. To ensure a smooth transition, while they’ll continue to serve on the board through that meeting, Lee and Sue have relinquished their respective committee responsibilities effective immediately to board members who will be up for reelection to serve another term.

“Sue and Lee have been exceptional board members,” said Maynard Webb. “Sue has been the longest standing member of our board and an outstanding Audit Committee chair and Lee has served honorably as chair of the Nominating and Corporate Governance Committee. The entire board and management team thank them both for their significant contributions over the years.”

Given Sue and Lee’s personal decisions not to stand for reelection, the committees have been reconstituted to transition work smoothly and to provide clarity on leadership going forward. Maynard Webb will continue to serve as Chairman of the Board. Eric Brandt will chair the Audit and Finance Committee, joined by Tom McInerney and Tor Braham. Cathy Friedman will chair the Nominating and Corporate Governance Committee, joined by Jane Shaw and Richard Hill. Tom McInerney will chair the Strategic Review Committee, joined by Jeff Smith and Eric Brandt. Finally, Jane Shaw will serve as chair of the Compensation and Leadership Development Committee, joined by Maynard Webb, Cathy Friedman, Jeff Smith and Eddy Hartenstein.

The complete agreement between Yahoo and Starboard will be included as an exhibit to the Company’s current report on Form 8-K which will be filed with the Securities and Exchange Commission.

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