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
Yahoo! Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-28018
(Commission File No.)
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77-0398689
(IRS Employer
Identification No.) |
(408) 349-3300
(Registrant’s telephone number, including area code)
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 (
see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director
On
July 26, 2007, the Board of Directors (the
“Board”) of Yahoo! Inc. (
“Yahoo!” or the
“Company”) appointed Mary Agnes Wilderotter to serve as a director of Yahoo!. A copy of Yahoo!’s
press release announcing Ms. Wilderotter’s appointment is attached hereto as
Exhibit 99.1.
On
July 26, 2007, the Board approved an amendment and restatement of
the Company’s
bylaws (the
“Bylaws” and as amended and restated, the
“Amended Bylaws”), effective immediately. The
Bylaws
were amended and restated to implement the following:
Section 2.4 (Notice of Stockholder Meetings; Affidavit of Notice): The section was amended to
change the requirement that notices of meetings of stockholders be in writing. Such notices must
still be mailed or electronically transmitted in accordance with the Amended
Bylaws and applicable
state law.
Sections 2.5 (Advance Notice of Stockholder Nominees) and 2.6 (Advance Notice Provision for
Proposing Business at the Annual Meeting): These sections were amended to clarify certain notice
and eligibility requirements for proposing nominees and business at the annual meeting. In
addition, certain language that related solely to the 2006 annual meeting was deleted.
Sections 2.16 (Inspectors of Election), 3.7 (Special Meetings; Notice), 5.3 (Subordinate
Officers), 5.4 (Removal and Resignation of Officers), 5.5 (Vacancies in Offices) and 5.8 (Vice
Presidents): These sections were amended to specify certain powers of the chief executive officer
of
the Company with respect to the specified matters.
Section 3.8 (Quorum): The amended section omits certain language concerning the continued
transaction of business at a board meeting at which a quorum was present and directors have
subsequently withdrawn.
In addition, non-substantive language and conforming changes and other technical edits and
updates were made in Sections 2.10 (Voting), 2.11 (Waiver of Notice), Section 2.14 (List of
Stockholders Entitled to Vote), 2.15 (Stock Ledger), 3.2 (Number of Directors), 3.9 (Waiver of
Notice), 4.1 (Committees of Directors), 4.3 (Meetings and Action of Committees), 5.1 (Officers),
5.10 (Chief Financial Officer), 5.11 (Representation of Securities of Other Entities), Section 8.3
(Share Certificates and Uncertificated Shares) and 8.10 (Transfer of Stock) and Article IX
(Amendments).
The descriptions of the changes of the Amended
Bylaws contained in this report do not purport
to be complete and are qualified in their entirety by reference to the full text of the prior
Bylaws, a copy of which was filed with the Securities and Exchange Commission on
January 19, 2007
as
Exhibit 3.1 to
the Company’s Current Report on Form 8-K and is
incorporated herein by reference,
and the Amended
Bylaws, a copy of which is attached hereto as
Exhibit 3.1 and incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
