Activist hedge fund Starboard Value LP launched a proxy fight on Thursday to remove the entire board of Yahoo Inc, including Chief Executive Marissa Mayer, who has struggled to turn around the company in her nearly four years at the helm. Starboard, which has been pushing for changes at Yahoo since 2014 and owns about 1.7 percent of the company, said it would nominate nine candidates for the board.
The proxy fight comes as Yahoo is pressing ahead with an auction of its core Internet business, which includes search, mail and news sites. The faded Internet pioneer has been struggling to keep up with Alphabet Inc's Google and Facebook Inc in the battle for online advertisers. Yahoo said in a statement it will review Starboard's nominees and respond in due course.
Yahoo and Starboard could still come to an agreement before the company's annual meeting, expected to be in late June. If they can't avoid a proxy fight and the Yahoo board election is taken to a shareholder vote, attention will swing to the large mutual and index funds that own the stock and will carry heavy weight in the final tally. "We think everyone getting into the stock over the past six months, and most of those easing their way out, will all side with Starboard," said Don Bilson, head of event-driven research at Gordon Haskett, an independent research firm.
BlackRock, Vanguard, State Street and Fidelity own a combined 16.2 percent of Yahoo shares, according to Thomson Reuters data, with Goldman Sachs owning another 4.2 percent. Yahoo co-founder David Filo - one of the board members Starboard wants to remove - is the company's largest shareholder with a 7.5-percent stake. Yahoo and Starboard representatives met on March 10 to discuss ways the two sides could avoid a proxy fight, according to people familiar with the matter. But those talks broke down, in part because Starboard was upset by Yahoo's announcement that same day that it appointed two new board directors, these people say.
"We have been extremely disappointed with Yahoo's dismal financial performance," Starboard said in its latest letter to Yahoo, adding that its need to officially launch a proxy fight was "unfortunate." Starboard said it remained open to discussions with Yahoo and was hopeful that it could reach an agreement to get involved with the company. Given that Starboard is proposing nine new directors, a settlement prior to the annual meeting would focus on whether or not Yahoo is willing to give up control of the board.