August 1st, 2008
Yahoo's Bostock says Board "called the shots" about Microsoft.
updated: Yahoo Chairman Roy Bostock takes the stage to address shareholders. The bottom line: The handling of the Microsoft proposal was handled by the board from the beginning.
“We called the shots and we were deeply involved in every step of the way… Our Number One prirority was to maximize shareholder value,” he said.
So does that mean Jerry Yang has been the fall guy all along? Bostock’s version of the events that occurred as the company weighed the Microsoft proposal portrays Microsoft as a big bully and the board as the responsible folks who were only looking out for shareholders.
He notes that the board “never resisted Microsoft’s proposal” and that “we tried to engage with them” but that Microsoft “reduced its engagement level” and alternatively stated that Microsoft stated that it might lower the price and start a proxy fight but nothing happened. Later, he said, there was an “off-hand comment” made that that “there may be a few more dollars on the table… It was never communicated explicitly to the board and it was never communicated in writing,” Bostock said.
“To this day, I cannot tell you why” Microsoft withdrew its offer, he said. Repeatedly, he told the shareholders: “… and this is important for all of you to know…” It’s almost as if Bostock has taken the stage to portray Yahoo management and board as victims.
Yahoo, he said, entered into an agreement after Microsoft withdrew its offer and that subsequently. Microsoft came back with two proposals to acquire, or “rip out,” Yahoo’s search assets. Again, Yahoo’s response was that it was open to any proposal that would deliver full value to shareholders.
“It’s a hell of a burden to deal with these kinds of offers and in an effective way,” he said.
updated: Bostock, on stage, talks about the addition of Carl Icahn and his team of new board members. Bostock welcomes the additions and refers to Icahn as a “smart guy.” Icahn is not in attendance at the meeting.
updated: Following Bostock’s speech, Jerry Yang takes the stage to talk about the company’s strategy, which the board developed and approved at a December meeting (before the Microsoft-Icahn drama began). 
Among the key points is the idea that Yahoo sites and properties should become “starting points” on the Web - its home page and its email property included. “The home page is the most valuable and most frequently visited page on the Internet,” Yang said.
updated: Sue Decker takes the stage to talk about the progress of the company. He dabbles in various topics, including the company’s role in advertising and its commitment to growth areas, including mobile. “We’re not trying to be the phone, we’re not trying to be the OS,” she said.
Instead, she highlights the launch of Yahoo Go 3.0, OneSearch and Yahoo Widgets. “If you look at the landscape out there, this is the leading way to approach mobile.” The company views mobile as the new starting point on the Web.
updated: It’s time for the Q&A (11:25 a.m. PT) and Jerry Yang says he’s been asked to review the rules of conduct. You never know when things might get out of hand, I guess.
updated: With only 15 minutes for Q&A and mention of a “long line,” the first question is a long one and comes from a a shareholder representing a group with more than 150 million shares. He questions a transaction involving Yahoo Japan that he believed wasn’t a good one, Sue Decker’s outside commitments to other company boards and her ability to be “heads down, working on the business, especially at a time like this,” but grabs applause when he asks Bostock (previously reported as “whole board” but unclear) to step down. “You’ve overpaid for executive compensation, you overplayed your hand with Microsoft and have overstayed your welcome as a director,” the shareholder said to Bostock. “Step down from this board.” Bostock, when he took the mic, said “No.” As for mishandling Microsoft, Bostock says the shareholder’s interpretation is a “mischaracterization, misunderstanding, and misconception of what happened in those negotiations.”
updated: Another shareholder raises questions about the company’s involvement with the Chinese government but ends with a scolding about the Microsoft deal and Bostock’s continued discussion of it. He compares it to a bad relationship break-up, calling Microsoft the “strong-silent type” and Yahoo, specifically Bostock, as the girlfriend “trying to convince the world that she was the initiator, not the victim… I don’t think it helps the company at all. It makes the company appear weak.” In addition, he said he’s grown tired of hearing Bostock talk about “long term strategic value. I keep thinking about the White House and Iraq. The bottom line is that you did walk away that would have added $13, at least $10, to the value of the stock.”
updated: The meeting adjourns at 12:15 p.m. PT
Sam Diaz is a senior editor at ZDNet. See his full profile and disclosure of his industry affiliations.
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