| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the previously announced pending sale by Yahoo! Inc. (“Yahoo” or the “Company”) of its operating business (the “Sale Transaction”) to Verizon Communications Inc. (“Verizon”) pursuant to the terms of a Stock Purchase Agreement, dated as of July 23, 2016, between the Company and Verizon, the Board of Directors of the Company (the “Board”) has made certain determinations with respect to the size and composition of the Board following the closing of the Sale Transaction (the “Closing”).
In light of the fact that following the Closing the Company will operate as an investment company under the Investment Company Act of 1940, the Board has determined that, immediately following the Closing, the size of the Board will be reduced to five (5) directors. Tor Braham, Eric Brandt, Catherine Friedman, Thomas McInerney and Jeffrey Smith will continue to serve as directors of the Company following the Closing, and Mr. Brandt will serve as Chairman of the Board. Each of David Filo, Eddy Hartenstein, Richard Hill, Marissa Mayer, Jane Shaw and Maynard Webb has indicated that he or she intends to resign from the Board effective upon the Closing, and that his or her intention to resign is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
To facilitate the transition of the Company to an investment company following the Closing, the Board also determined that, effective January 9, 2017, Mr. Brandt will become Chairman of the Board and Mr. Webb will become Chairman Emeritus of the Board.
| Item 8.01 | Other Events. |
The Board also determined that, following the Closing, it intends to cause the Company’s name to be changed to Altaba Inc.
The detailed form 8-K is here.
Verizon has become less certain that the deal will go through after a second breach of one billion accounts was revealed last month. The breaches could be a material event that would allow Verizon to change the terms of the deal, executives have said.
Yahoo Inc. said Monday it will whittle down its board after completing its deal with Verizon Communications Inc., and several longtime directors, including Chief Executive Marissa Mayer and co-founder David Filo, will step down as directors.
