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): February 14, 2012
Yahoo! Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28018 | 77-0398689 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | 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) |
| x | 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 8.01. | Other Events. |
On February 14, 2012, Yahoo! Inc. (“Yahoo!” or the “Company”) issued the following press statement:
Following the announcement of the changes to our Board just last week, we proactively engaged in discussions with many of our largest shareholders, including Third Point, to solicit their views on a wide range of topics including their suggestions for names of additional, qualified independent directors. We invited Mr. Loeb to share any suggestions he may have, as well. In fact, we have received constructive suggestions from several of our major shareholders and, therefore, it is especially disappointing that Mr. Loeb has chosen a potentially disruptive path, just as the Company is moving forward under new leadership to aggressively increase the value of Yahoo! for the benefit of all of its shareholders. The nominating and corporate governance committee continues to review candidates and will make its recommendations to the full Board in due course.
* * *
Important Additional Information
Yahoo! will be filing a proxy statement with the SEC in connection with the solicitation of proxies for its 2012 annual meeting of stockholders. Stockholders are strongly advised to read Yahoo!’s 2012 proxy statement when it becomes available because it will contain important information. Stockholders will be able to obtain copies of Yahoo!’s 2012 proxy statement and other documents filed by Yahoo! with the SEC in connection with its 2012 annual meeting of stockholders at the SEC’s website at www.sec.gov. Yahoo!, its directors and its executive officers may be deemed participants in the solicitation of proxies from stockholders in connection with Yahoo!’s 2012 annual meeting of stockholders. Information concerning Yahoo!’s directors and officers is available in its proxy statement for Yahoo!’s 2011 annual meeting of stockholders filed with the SEC on April 29, 2011. Additional information regarding Yahoo!’s directors, executive officers and other persons who may, under rules of the SEC, be considered participants in the solicitation of proxies for the 2012 annual meeting of stockholders, including their respective interests by security holdings or otherwise, will be set forth in the definitive proxy statement for Yahoo!’s 2012 annual meeting of stockholders when it is filed with the SEC.
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: February 15, 2012