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| YHOO > SEC Filings for YHOO > Form 8-K on 26-Mar-2012 | All Recent SEC Filings |
26-Mar-2012
Change in Directors or Principal Officers, Other Events, Financial Statements and Exhib
On March 22, 2012, the Board of Directors (the "Board") of Yahoo! Inc. ("Yahoo!") increased the size of the Board from eleven to fourteen directors and appointed John D. Hayes, Peter Liguori and Thomas J. McInerney to serve as directors of Yahoo!, effective April 5, 2012. There are no arrangements between any of Messrs. Hayes, Liguori and McInerney and any other persons pursuant to which any of the new directors was selected as a director, and none of the new directors have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Messrs. Hayes, Liguori and McInerney will each participate in the current director compensation arrangements applicable to non-employee directors. Under the terms of those arrangements, each non-employee director will receive a retainer of $80,000 per year for service on the Board and will participate in Yahoo!'s other compensation programs for its non-employee directors. Under Yahoo!'s 1996 Directors' Stock Plan, upon joining the Board, each of Messrs. Hayes, Liguori and McInerney will automatically receive a grant of restricted stock units ("RSUs"). The number of RSUs will be determined by dividing $220,000 by the market value of Yahoo!'s common stock on April 5, 2012 and will be pro rated based on the portion of the year that has passed since June 23, 2011, the date of Yahoo!'s 2011 Annual Meeting of Shareholders (the "2011 Annual Meeting"). Each RSU award is expected to become fully vested, subject to the director's continued service, on the anniversary of the 2011 Annual Meeting or, if earlier, the day before Yahoo!'s 2012 Annual Meeting of Shareholders. Each vested RSU will be paid, following vesting, in a share of Yahoo! common stock. Yahoo! intends to enter into its standard form of indemnification agreement with each of Messrs. Hayes, Liguori and McInerney.
On March 25, 2012, Yahoo! issued a press release and an email to Yahoo! employees regarding the appointment of the new directors to the Board. Copies of the press release and the email are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
(d) Exhibits.
Exhibit
Number Description
99.1 Yahoo! Inc. press release dated March 25, 2012.
99.2 Yahoo! Inc. email to employees dated March 25, 2012.
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