Yahoo! announces that Scott Thompson will not receive compensation pay, in an 8-K (15.50 +0.31)
On May 13, 2012, Yahoo! Inc. (“Yahoo!”) entered into a settlement agreement (the “Settlement Agreement”) with Third Point LLC (“Third Point”), Daniel S. Loeb, Michael J. Wolf, Harry J. Wilson and Jeffrey A. Zucker and certain other affiliates of Third Point (collectively, the “Third Point Group”) to settle the proxy contest pertaining to the election of directors to Yahoo!’s Board of Directors (the “Board”) at Yahoo!’s 2012 annual meeting of stockholders (the “2012 Annual Meeting”). The Settlement Agreement provides, among other things: Yahoo! has agreed to nominate Daniel S. Loeb, Michael J. Wolf and Harry J. Wilson for election to the Board at the 2012 Annual Meeting and, effective May 16, 2012, to appoint Messrs. Loeb, Wolf and Harry J. Wilson to the Board.
Yahoo! has agreed that, so long as Messrs. Loeb, Wolf and Harry J. Wilson (or their successor designated by the Third Point Group) serve on the Board, they shall have the opportunity to serve on the respective committees set forth below next to their names, subject to their fulfillment of any independence or other requirements under applicable law and the rules and regulations of the Nasdaq Global Select Market for service on such committee: Further, the members of the Third Point Group have agreed to observe normal and customary standstill provisions during the period beginning on the date of the Settlement Agreement until the date that is the later of the conclusion of Yahoo!’s 2013 annual meeting of stockholders and such time as none of the Third Point Nominees are members of the Board (the “Standstill Period”); provided, that the Standstill Period shall nonetheless terminate if the Board determines not to nominate any of the Third Point Nominees for election as directors at an annual meeting of stockholders following the 2012 Annual Meeting and, in such a circumstance, the Board has agreed to provide the Third Point Group with a 10-day window to comply with Yahoo!’s advance notice requirements for director nominations and to cause such annual meeting of stockholders not to be held prior to 90 days following the time the Third Point Nominees are notified they have not been so nominated.
Yahoo! and Mr. Thompson agreed to terminate all other agreements between them, including Mr. Thompson’s offer letter, all outstanding but not fully vested equity awards and Yahoo!’s other plans and arrangements for the benefit of employees, with no severance compensation. However, in accordance with the terms of his offer letter, Mr. Thompson retained the make-whole cash bonus previously paid to him under his offer letter and the make-whole restricted stock units that had been granted to him pursuant to his offer letter and that had already vested.