8-K 1 f43071e8vk.htm FORM 8-K e8vk
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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): August 14, 2008
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)
     
Registrant’s telephone number, including area code: (408) 349-3300
     
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 7.01 Regulation FD Disclosure.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

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Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) In connection with the Settlement Agreement (the “Settlement Agreement”), dated July 21, 2008, between Yahoo! Inc. (the “Company”), Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II L.P., Icahn Partners Master Fund III L.P., High River Limited Partnership and Carl C. Icahn (a copy of which was filed as an exhibit to the Current Report on Form 8-K filed by the Company on July 21, 2008, as amended on July 28, 2008), on August 14, 2008, the board of directors (the “Board”) of the Company appointed Frank J. Biondi, Jr. and John H. Chapple to the Board.
Item 7.01   Regulation FD Disclosure.
     On August 14, 2008, the Company issued a press release announcing Mr. Biondi’s and Mr. Chapple’s appointment to the Board.
     A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits.
         
Exhibit    
Number   Description
       
 
  99.1    
Yahoo! Inc. Press Release dated August 14, 2008.

 

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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.
         
  YAHOO! INC.
(Registrant)
 		  
  By:   /s/ Michael J. Callahan    
    Name:   Michael J. Callahan   
Date: August 14, 2008    Title:   Executive Vice President, General Counsel and Secretary   
 

 

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EXHIBIT INDEX
         
Exhibit    
Number   Description
       
 
  99.1    
Yahoo! Inc. Press Release dated August 14, 2008.