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YAHOO INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

June 27, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 25, 2014, at the 2014 Annual Meeting of Shareholders (the "Annual Meeting") of Yahoo! Inc. (the "Company"), the Company's shareholders approved an amendment and restatement of its existing stock plan (as amended and restated, the "Restated Plan") to increase the available share reserve by 30 million shares as described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2014 (the "Proxy Statement"). The Restated Plan previously had been approved, subject to shareholder approval, by the Company's Board of Directors (the "Board").



A summary of the Restated Plan is set forth in our Proxy Statement. That summary and the foregoing description of the Restated Plan are qualified in their entirety by reference to the text of the Restated Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Annual Meeting Results

On June 25, 2014, the Company held its Annual Meeting. At the Annual Meeting, the Company's shareholders voted on the election of directors and the other proposals described in the Proxy Statement. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted on are set forth below.



1. Election of Directors. At the Annual Meeting, the shareholders elected each director nominee to the Board by the following votes:

Nominee Votes For Votes Against Abstentions Broker Non-Votes David Filo 634,847,769 4,598,203 1,961,243 155,457,599 Susan M. James 631,128,384 8,296,103 1,982,728 155,457,599 Max R. Levchin 635,515,385 3,389,198 2,502,632 155,457,599 Marissa A. Mayer 635,997,805 3,491,795 1,917,615 155,457,599 Thomas J. McInerney 632,885,758 6,517,099 2,004,358 155,457,599 Charles R. Schwab 635,830,512 3,658,689 1,917,926 155,457,599 H. Lee Scott, Jr. 636,090,594 3,312,601 2,004,020 155,457,599 Jane E. Shaw, Ph.D. 638,110,569 1,321,819 1,974,827 155,457,599 Maynard G. Webb, Jr. 629,301,474 10,117,250 1,988,491 155,457,599



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2. Advisory Vote on Executive Compensation. The shareholders approved, on an advisory, non-binding basis, the Company's executive compensation by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 586,837,034 50,489,659 4,080,523 155,457,599



3. Approval of Amendment and Restatement of the Existing Stock Plan. The shareholders approved the Restated Plan by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 506,463,368 132,771,681 2,172,166 155,457,599 4. Ratification of Independent Auditors. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2014 by the following vote: Votes For Votes Against Abstentions Broker Non-Votes 786,691,645 7,171,306 3,001,863 0 5. Approval of an Amendment to the Bylaws. The shareholders approved an amendment to the Company's Bylaws to provide shareholders beneficially owning at least 25% of the Company's outstanding common stock in a net long position continuously for at least one year with the right to call special meetings by the following vote: Votes For Votes Against Abstentions Broker Non-Votes 638,038,869 1,403,745 1,964,602 155,457,599



6. Shareholder Proposal Regarding a Board Committee on Human Rights. The shareholders did not approve a shareholder proposal regarding a Board committee on human rights by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 20,560,369 551,176,302 69,670,144 155,457,599 7. Shareholder Proposal Regarding Lobbying Disclosure. The shareholders did not approve a shareholder proposal regarding lobbying disclosure by the following vote: Votes For Votes Against Abstentions Broker Non-Votes 139,445,622 356,937,859 145,023,734 155,457,599



8. Shareholder Proposal Regarding Political Contribution Disclosure. The shareholders did not approve a shareholder proposal regarding political contribution disclosure by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 30,031,203 465,105,920 146,270,092 155,457,599



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

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 3.2 Amended and Restated Bylaws of Yahoo! Inc. 10.1 Yahoo! Inc. Stock Plan, as amended and restated on April 8, 2014 (and effective June 25, 2014).



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Source: Edgar Glimpses


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