Attached files
| file | filename |
|---|---|
| EX-10.1 - YAHOO! INC. 1995 STOCK PLAN - ALTABA INC. | d380093dex101.htm |
| EX-10.2 - YAHOO! INC. 1996 DIRECTORS' STOCK PLAN - ALTABA INC. | d380093dex102.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2012
Yahoo! Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28018 | 77-0398689 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 701 First Avenue Sunnyvale, California |
94089 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(408) 349-3300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
1995 Stock Plan Amendment
The Board of Directors of Yahoo! Inc. (the “Company”) previously adopted an amended and restated version of the Yahoo! Inc. 1995 Stock Plan (the “Amended 1995 Plan”), subject to approval of the amendments by the Company’s shareholders. At the Company’s annual meeting of shareholders (the “Annual Meeting”) held July 12, 2012, the Company’s shareholders approved the Amended 1995 Plan. Among other things, the Amended 1995 Plan provides for an adjustment to be made to outstanding stock options, restricted stock units and other awards granted under the plan in the event that the Company determines in the future to pay an extraordinary cash dividend on its common stock.
A copy of the Amended 1995 Plan is filed as an exhibit to this report and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Annual Meeting Results
On July 12, 2012, the Company held its Annual Meeting. At the Annual Meeting, shareholders elected each director nominee to the Board of Directors by the following votes:
| Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Alfred J. Amoroso |
766,139,537 | 69,441,483 | 1,042,686 | 160,673,973 | ||||||||||||
| John D. Hayes |
765,397,636 | 70,150,691 | 1,075,379 | 160,673,973 | ||||||||||||
| Susan M. James |
811,971,003 | 23,617,547 | 1,035,156 | 160,673,973 | ||||||||||||
| David W. Kenny |
765,355,121 | 70,232,187 | 1,036,398 | 160,673,973 | ||||||||||||
| Peter Liguori |
762,145,176 | 73,401,303 | 1,077,227 | 160,673,973 | ||||||||||||
| Daniel S. Loeb |
725,428,062 | 69,141,784 | 42,053,860 | 160,673,973 | ||||||||||||
| Thomas J. McInerney |
829,653,914 | 5,928,305 | 1,041,487 | 160,673,973 | ||||||||||||
| Brad D. Smith |
763,651,623 | 71,895,184 | 1,076,899 | 160,673,973 | ||||||||||||
| Maynard G. Webb, Jr. |
827,108,359 | 8,436,529 | 1,078,818 | 160,673,973 | ||||||||||||
| Harry J. Wilson |
780,471,355 | 9,386,762 | 46,765,589 | 160,673,973 | ||||||||||||
| Michael J. Wolf |
789,174,349 | 5,283,098 | 42,166,259 | 160,673,973 | ||||||||||||
At the Annual Meeting, shareholders voted as follows on the other proposals described in the Company’s Proxy Statement as filed on Schedule 14A on June 4, 2012:
| • | Advisory vote to approve executive compensation. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 417,182,010 |
415,029,210 | 4,412,386 | 160,673,973 |
| • | Proposal to amend the Company’s 1995 Stock Plan. The Amended 1995 Plan is filed as an exhibit to this report. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 802,973,745 |
32,260,356 | 1,387,538 | 160,676,040 |
| • | Proposal to amend the Company’s 1996 Directors’ Stock Plan. The 1996 Directors’ Stock Plan, as amended, is filed as an exhibit to this report. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 800,146,493 |
32,477,310 | 3,997,836 | 160,676,040 |
| • | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2012. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 976,616,039 |
17,800,097 | 2,881,543 | 0 |
All vote counts above have been rounded to the nearest whole share.
Information regarding the settlement of a proxy contest initiated by certain shareholders with respect to the election of directors at the Annual Meeting was included in Item 1.01 of the Company’s current report on Form 8-K filed May 14, 2012 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | Yahoo! Inc. 1995 Stock Plan. | |
| 10.2 | Yahoo! Inc. 1996 Directors’ Stock Plan. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| YAHOO! INC. (Registrant) | ||||||
| By: | /s/ Ronald Bell | |||||
| Name: | Ronald Bell | |||||
| Title: | Interim General Counsel and Secretary | |||||
Date: July 13, 2012
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | Yahoo! Inc. 1995 Stock Plan. | |
| 10.2 | Yahoo! Inc. 1996 Directors’ Stock Plan. | |