Sunnyvale, California-based Internet pioneer Yahoo has postponed its annual meeting previously scheduled for  July 3 to a date later in the same month, and moved to decrease the size of its board from ten to nine after board member Ed Kozel resigned, according to two Thursday filings with the United States Securities and Exchange Commission. Yahoo faced renewed pressure from billionaire investor and activist shareholder Carl Icahn, who has mounted a proxy battle to elect his own slate of directors that would be agreeable to selling Yahoo to suitor Microsoft. Postponement Likely An Attempt To Buy More Time Thursday's filings with financial regulator S.E.C. were seen as an effort to buy Yahoo more time to ensure its shareholders will re-elect the existing board members, minus Kozel, a former Cisco executive who had been on the Yahoo board since 2000 and who the filings show left to "focus on personal matters," after extending his tenure four months beyond a planned February resignation date in order to help Yahoo fend off a $47.5 billion hostile takeover bid by Microsoft. Earlier this month Microsoft withdrew its three month old bid. One time venture capitalist Kozel, 52, plans to relocate to Europe with his family, according the one of the S.E.C. filings, and recently became a board member for Swedish business software firm Telepo. Kozel, who is presently chairman of Internet video firm Skyrider, voted against Yahoo accepting Microsoft's unsolicited offer, as did his nine fellow board members. Yahoo said that it will not seek to replace Kozel and will instead move to nominate a nine member board. The nine Yahoo board members to be nominated for re-election in the rescheduled July meeting include co-founder Jerry Yang, chairman Roy Bostock, venture capitalist Eric Hippeau, billionaire Ron Burkle and five other present directors, all of whom are likely to face pressure to defend their decision to spurn the Microsoft offer, a move that Icahn and some other Yahoo shareholders saw as detrimental to maximizing financial gains for shareholders. Bostock has been critical of Icahn's decision to launch a proxy battle. Icahn Enlists Two More Billionaires In Proxy Effort Yahoo has encouraged its shareholders to re-elect its slate of directors and to vote against Icahn's alternate slate. "Our board of directors unanimously recommends a vote for the election of all of the board’s nominees," Yahoo said in one of the Thursday filings. The Internet media company also asked shareholders "not to sign or  return any proxy card sent to you by the Icahn entities," according to the filing. Joining Icahn on the list of replacement directors were New Line Cinema co-chief executive and co-chairman Robert Shaye, owner of the National Basketball Association’s Dallas Mavericks and founder of Broadcast.com Mark Cuban, Harvard law professor Lucian Bebchuk, chief executive of equity company ClearBridge Advisors Brian Posner, former Viacom chief executive Frank Biondi Jr., Icahn Enterprises executive Keith Meister, Impact Venture Partners managing general partner Adam Dell, former Fidelity fund manager Brian Posner, and Edward Meyer, the former Grey Global Group chief of advertising. Icahn has received added backing from Texas billionaire T. Boone Pickens and billionaire John Paulson in his attempt to wrest board control from Yahoo's existing directors. Hedge fund manager John Paulson, who is the founder of Paulson and Company and among the top 200 wealthiest Americans according to a list compiled by Forbes, has acquired a 3.6 percent stake in Yahoo and intends to assist Icahn in pushing Yahoo to resume acquisition talks with Microsoft. Yahoo Postpones Annual Meeting And Loses Board Member Amidst Proxy Battles Yahoo said that it had postponed its annual meeting in order to allow S.E.C. regulators more time to examine proxy documents, which included three additional candidate proposals besides the one from Icahn, according to Thursday filings. Yahoo, incorporated in Delaware, is required by law in that state to hold its annual meeting no later than 13 months after the previous one, which points to July 12 as the last day the meeting could be held barring any extension. While two Yahoo shareholders nominated themselves for election to the Yahoo board and another nominated a slate of ten replacement directors, according to one of Yahoo's Thursday filings, the company said it does not believe the three shareholders beat a deadline which expired last week for making such nominations. "We do not believe that any of these stockholders have complied with the requirements of the company’s by-laws," Yahoo said. "We reserve all of our rights relating to such nominations, including the right to declare to the annual meeting that the nominations were defective and shall be disregarded," it added. Yahoo has not released the names of the three shareholders attempting the additional board nominations. Talks Have Restarted On Alternative Deal Since Microsoft withdrew its bid, Icahn has purchased some 10 million shares of Yahoo stock and options to  buy 49 million more, valued at more than $1.5 billion, representing more than 4 percent of the firm, and he said last week he would ask permission from the Federal Trade Commission to increase his stake in Yahoo to some 6 percent, or $2.5 billion. Both Microsoft and Yahoo have said during the past week that they were in talks regarding a new type of deal, although neither would give details regarding what form such a deal might take. Microsoft chief executive Steve Ballmer said Thursday that "Yahoo was never the strategy we were pursuing," according to a Reuters report. "We will spend money on some acquisitions. [...] You can do a whole lot of things with $50 billion dollars," Ballmer added. Related Links:
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