Yahoo is close to appointing John Chapple and Frank Biondi Jr as its two additional board members, as it nears its Friday deadline to expand its board as part of a settlement agreement with activist investor Carl Icahn, according to sources.
The internet company had agreed to select two candidates from a pool that included Icahn's former slate of dissident directors. Icahn was also appointed to Yahoo's board as part of the proxy battle-ending agreement.
"We know who we want," one source over the weekend said, though declining to elaborate the why the announcement has been delayed.
The Wall Street Journal, which first reported Chapple's position as a lead contender, noted that the company is in the final review stages of naming Chapple and Biondi as directors.
Such a cautious approach is understandable. Jonathan Miller, former head of Time Warner's AOL, was initially part of the pool from which the two potential candidates would be selected, but when Yahoo asked Time Warner the day before its 1 August annual shareholder meeting whether Miller could serve on its board, the search pioneer learned that the media giant would object to his appointment, citing a noncompete clause in his separation agreement, a source familiar with the situation noted.
With Biondi and Chapple, Yahoo would not only be appointing two seasoned executives to its boards, but also one with strong ties to Icahn and another to Microsoft, which several months ago made a $33-per-share buyout offer for Yahoo, before withdrawing the bid when Yahoo returned a counterproposal of $37 a share.
Microsoft and Icahn later teamed up with a subsequent proposal to buy just its search assets, which Yahoo rejected as undervaluing the company.
Biondi is a senior managing director of investment adviser WaterView Advisors, former chairman and chief executive of Universal Studios, and former head of Viacom. Two years ago, Icahn tagged Biondi as his Time Warner chief executive replacement, if he was successful in gaining control of the media company via a proxy fight, which ultimately was not successful.
Chapple, president of Hawkeye Investments in Redmond, Washington, and former chief executive of Nextel Partners, was also tagged to be on Microsoft's proxy slate of dissident directors when the software giant was entertaining making a run against Yahoo's board to push its unsolicited buyout bid for Yahoo forward, according to a source familiar with Microsoft's slate.
Yahoo declined comment for this story, and Chapple was at a retreat and unavailable for comment. Biondi was not available for comment.
Edward Meyer, who was also on Microsoft's slate and previously believed to be a lead candidate, fell out of favour, according a source over the weekend.
Although Yahoo will be drawing its new directors from Icahn's former proxy slate, it's no guarantee that the new board members will agree to all of Icahn's proposals or that their placement will entice Microsoft to come back with an offer. Icahn and the two directors will together hold just three seats on an 11-member board.
