Yahoo! (YHOO) Board Approves Bylaws Amendment, Restatement

March 30, 2016 4:11 PM EDT
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Yahoo! (Nasdaq: YHOO) disclosed the following on Wednesday:

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 25, 2016, the Board of Directors (the “Board”) of Yahoo! Inc. (“Yahoo”) approved an amendment and restatement of Yahoo’s bylaws (the “Bylaws” and as amended and restated, the “Amended Bylaws”) effective immediately. The Bylaws were amended and restated as follows:

Section 2.7 (Proxy Access for Director Nominations) was added to permit, commencing after Yahoo’s 2016 annual meeting of stockholders, a stockholder, or a group of no more than 20 stockholders, owning at least three percent of Yahoo’s outstanding common stock continuously for at least three years, to nominate and include in Yahoo’s proxy materials for its annual meeting of stockholders director nominees constituting up to the greater of two directors or 20% of the total number of directors then serving on the Board, provided that the stockholder(s) and their nominee(s) satisfy the eligibility, procedural and disclosure requirements set forth in Section 2.7 of the Amended Bylaws.

The Amended Bylaws also include certain ministerial, clarifying and conforming changes in Sections 2.3(a), 2.5, 2.6 and 3.3 related to the addition of the proxy access right described above. In addition, consistent with the requirements of the new Section 2.7 for proxy access nominations, Section 2.5 (Advance Notice of Stockholder Nominees) was amended to require, commencing after Yahoo’s 2016 annual meeting of stockholders, that any director nominee nominated by a stockholder submit a written questionnaire with respect to the background, qualifications, stock ownership and independence of the nominee, as well as representations regarding certain voting commitments or third party compensation arrangements.

The descriptions of the changes in the Amended Bylaws contained in this Current Report on Form 8-K are qualified in their entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

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