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): June 23, 2011

 

 

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)

Registrant’s telephone number, including area code: (408) 349-3300

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 23, 2011, Yahoo! Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). At the Meeting, shareholders elected each director nominee to the Board of Directors (the “Board”) by the following votes:

 

Nominee

 

Votes For

 

Votes Against

 

Absentions

 

Broker Non-Votes

Carol Bartz

  753,892,169   178,378,222   4,811,003   158,967,884

Roy J. Bostock

  743,965,066   187,665,467   5,450,861   158,967,884

Patti S. Hart

  893,908,189   39,424,870   3,748,335   158,967,884

Susan M. James

  890,060,865   43,283,216   3,737,313   158,967,884

Vyomesh Joshi

  893,552,777   39,789,507   3,739,110   158,967,884

David W. Kenny

  900,661,407   28,334,009   8,085,978   158,967,884

Arthur H. Kern

  884,165,213   48,540,239   4,375,943   158,967,884

Brad D. Smith

  890,597,948   42,735,065   3,748,382   158,967,884

Gary L. Wilson

  891,773,895   44,167,162   1,140,338   158,967,884

Jerry Yang

  890,258,180   45,723,971   1,099,187   158,967,884

At the Meeting, shareholders voted on the other proposals described in the Company’s Proxy Statement as filed on Schedule 14A on April 29, 2011 (the “Proxy Statement”) as follows:

 

   

Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation as described in the Proxy Statement (with 650,288,594 votes for, 277,440,055 votes against, 9,352,746 abstentions, and 158,967,884 broker non-votes).

 

   

Shareholders approved, on a non-binding advisory basis, “1 Year” as their preferred frequency for holding future advisory votes on executive compensation (with 807,795,751 votes for 1 Year, 1,249,870 votes for 2 Years, 118,001,275 votes for 3 Years, 10,034,498 abstentions, and 158,967,884 broker non-votes).

Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.

 

   

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2011 (with 1,082,743,544 votes for, 11,768,834 votes against, 1,536,900 abstentions, and 0 broker non-votes).

 

   

Shareholders did not approve a shareholder proposal regarding human rights principles (with 24,801,573 votes for, 779,240,401 votes against, 133,039,421 abstentions, and 158,967,884 broker non-votes).

All vote counts above have been rounded to the nearest whole share.


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/ Michael J. Callahan

  Name:   Michael J. Callahan
  Title:   Executive Vice President, General Counsel and Secretary

Date: June 24, 2011