Yahoo shareholders might have a real choice on June 24 when it’s time to elect a new board. Activist investor group Starboard Value — upset by the nearly 22% drop in Yahoo’s market value during the past 12 months — today proposed an alternate slate with some names familiar to the media and entertainment community. The list includes Bridget Baker, former NBCUniversal President of TV Networks Distribution, and former DirecTV and Tribune CEO Eddy Hartenstein.
Yahoo says that the board’s Nominating and Governance Committee “will review Starboard’s proposed director nominees and respond in due course.”
In a letter today to other shareholders, Starboard Managing Member Jeffrey Smith says the investment firm is “extremely disappointed with Yahoo’s dismal financial performance, poor management execution, egregious compensation and hiring practices and the general lack of accountability and oversight by the Board.”
Smith has been a thorn in CEO Marissa Mayer’s side for more than a year. Last month, after word surfaced that he might lead a proxy fight, Yahoo’s board formed a Strategic Review Committee consisting of independent directors, and it hired financial and legal teams to “evaluate strategic alternatives for the company.”
But Smith says that shareholders should be “highly concerned” about the review. The Internet company “appears to be demanding onerous and off-market terms” from potential bidders — including Verizon, which bought AOL last year.
“This is why we believe it is critical to elect a new Board that would provide much-needed credibility to a process that has been publicly criticized for being too slow, fraught with conflicts of interest, and very difficult for highly qualified and moticated strategic and financial buyers to access much needed diligence information,” Smith says.
Starboard owns 1.7% of Yahoo shares. Smith previously failed in efforts to buy RealD — which this week officially merged with Rizvi Traverse Management — and to win seats on AOL’s board.
Yahoo shares are flat today but up 12% in the past 30 days.
The company has had little to show since Mayer took charge in 2012, aiming to revive its status as a Silicon Valley icon. She sought to beef up the company with deals including a $1 billion acquisition of Tumblr and $650 million for BrightRoll.
She also built media properties around brand-name talent including Katie Couric and former New York Times consumer electronics critic David Pogue. The company produced longform TV shows including Sin City Saints, Other Space and Season 6 of Community, but in October said it had to take a $42 million write-down on them.