UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2015

 

 

Yahoo! Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-28018		77-0398689
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

701 First Avenue Sunnyvale, California		94089
(Address of principal executive offices)		(Zip Code)

(408) 349-3300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

Annual Meeting Results

On June 24, 2015, Yahoo! Inc. (the “Company”) held its 2015 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the election of directors and the other proposals described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2015. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted on are set forth below.

1. Election of Directors. At the Annual Meeting, the shareholders elected each director nominee to the Company’s Board of Directors (the “Board”) by the following votes:

 

Nominee		Votes For				Votes Against				Abstentions				Broker Non-Votes
David Filo			618,124,473				2,519,934				4,554,679				141,236,013
Susan M. James			581,376,229				39,292,604				4,530,253				141,236,013
Max R. Levchin			617,976,071				2,741,576				4,481,439				141,236,013
Marissa A. Mayer			618,192,122				6,033,789				973,175				141,236,013
Thomas J. McInerney			618,356,942				2,294,472				4,547,672				141,236,013
Charles R. Schwab			603,334,434				17,197,326				4,667,326				141,236,013
H. Lee Scott, Jr.			615,686,534				4,954,330				4,558,222				141,236,013
Jane E. Shaw, Ph.D.			581,310,203				39,348,615				4,540,268				141,236,013
Maynard G. Webb, Jr.			581,461,871				39,184,766				4,552,448				141,236,013

2. Advisory Vote on Executive Compensation. The shareholders approved, on an advisory, non-binding basis, the Company’s executive compensation by the following vote:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
532,451,554		87,581,068		5,166,464		141,236,013

3. Ratification of Independent Auditors. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2015 by the following vote:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
755,532,419		6,378,353		4,524,327		0

4. Shareholder Proposal Regarding a Board Committee on Human Rights. The shareholders did not approve a shareholder proposal regarding a Board committee on human rights by the following vote:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
25,584,317		524,164,275		75,450,495		141,236,013

5. Shareholder Proposal Regarding Action by Written Consent. The shareholders did not approve a shareholder proposal regarding a right to act by written consent by the following vote:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
257,156,055		363,122,829		4,920,202		141,236,013

All vote counts above have been rounded to the nearest whole share.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 29, 2015