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Yahoo names new directors; no compromise with major shareholder Third Point

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Yahoo announced on Sunday that it had selected three new members for its board of directors, none of whom came from a pool of candidates suggested by Third Point, one of the search giant’s major shareholders.

The move sets the stage for a proxy fight between the two companies, a situation that Yahoo said in a statement it wanted to avoid because of the “cost and distraction” it would create.

Yahoo said that Third Point had offered four names for consideration for the positions. Yahoo was willing to appoint one of Third Point’s selections and a second individual who was deemed “mutually acceptable” to both parties. But Third Point Chief Executive Daniel Loeb did not agree to the proposal, according to Yahoo, and insisted that he would drop his push for the four candidates of his choosing only if he was appointed to the board himself.

Yahoo declined to accept Loeb’s counteroffer, saying in a statement, “The Board remains open to hearing Third Point's ideas and to working constructively with Third Point, but believes that appointing Mr. Loeb to the Board is not in the best interest of the Company and its shareholders.”

Ultimately, Yahoo selected John D. Hayes, an executive at American Express Company with digital marketing expertise; Peter Liguori, a former executive at Discovery Communications and former chairman and president of Entertainment at Fox Broadcasting Network; and Thomas J. McInerney, who recently completed a stint as chief financial officer of IAC/InterActiveCorp.

The appointments of Hayes, Liguori and McInerney follows the appointment earlier this year of independent directors Alfred Amoroso and Maynard Webb.

Yahoo’s stock was up to 0.45 percent to $15.46 in early trading Monday.

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