Yahoo fills Icahn board seats

Yahoo has filled the two empty seats on its board of directors by picking former Viacom CEO Frank J. Biondi Jr. and former Nextel CEO John H. Chapple, the company said Thursday.

As Yahoo had previously agreed, it picked both seasoned executives from a list of candidates hand-picked by billionaire investor Carl Icahn.

After Microsoft abandoned its three-month attempt to acquire Yahoo in May, an irate Icahn threatened to launch a proxy fight to oust Yahoo's board and CEO Jerry Yang.

Icahn, like other large shareholders, blasted Yang and the board for, in his view, sabotaging Microsoft's merger negotiations to protect their own financial interests.

Icahn, who owns almost 5 percent of Yahoo's common stock, formed a 10-person slate of candidates -- himself included -- whom he said would be more willing to consider a Microsoft bid.

However, Microsoft repeatedly said it was no longer interested in acquiring all of Yahoo and, shortly before the showdown at the Aug. 1 shareholders meeting, Icahn agreed to drop his proxy fight.

In exchange, Yahoo offered him a board seat and agreed to fill two other seats with candidates in his slate, as well as consider former AOL CEO Jonathan Miller by Icahn's recommendation. Time Warner later forbid Miller from being considered, citing an existing noncompete clause in his AOL severance agreement. Both Biondi and Chapple were on Icahn's original slate.

Now, Yahoo's board is made up of eight returning directors, including Yang and chairman Roy Bostock, and new members Icahn, Biondi and Chapple. Prior to his agreement with Yahoo, Icahn engaged in an acrimonious debate via public statements and letters with Yang and Bostock. However, Icahn has significantly toned down his rhetoric, saying he looks forward to working with the incumbent board members.

Icahn's last-minute appeasement, however, didn't help Yang, Bostock and incumbents Ronald Burkle and Arthur Kern. All of them received less than 70 percent of shares voted at the meeting, a clear show of shareholder displeasure with their performance. A fifth incumbent, Gary Wilson, received 72.3 percent of shares voted, also low by shareholder-vote standards. The other four incumbents were all above the 90 percent mark.

Biondi was president and CEO at Viacom between 1987 and 1996 and later was chairman and CEO of Universal Studios. Since 1999, he has been senior managing director of WaterView Advisors LLC, a private equity limited partnership focused on media and entertainment. He sits on several other boards, including those of Amgen, Cablevision and Seagate.

Chapple was president, CEO and chairman of Nextel from 1998 until June 2006, when Sprint acquired the company. Since October 2006 he has been president of Hawkeye Investments, a privately owned equity firm that invests primarily in telecommunications and real estate.

The IDG News Service is a Network World affiliate.