Third Point believes Mr. Thompson and Ms. Hart owe Yahoo!, its Board of Directors and its shareholders an explanation. We also call upon the Board to immediately commission an independent investigation to determine whether these individuals (i) made misrepresentations to the Yahoo! Board and the investing public or (ii) have violated the Company's Code of Ethics. Unless there are satisfactory explanations for these apparent discrepancies, the Board will need to decide whether these two individuals should remain at the helm of Yahoo!. The actions of the other members of the Search and Nominating and Corporate Governance Committees who had a hand in the vetting process should also be reviewed and handled appropriately.
If misrepresentations were made, they would confirm yet again that Yahoo! is in dire need of a complete corporate governance overhaul. As we have asserted repeatedly and forcefully, as Yahoo!'s largest outside shareholder and a voice for our fellow investors, we believe the Yahoo! Board requires fresh, outside perspectives from individuals who have no connection to a failed regime and have the expertise to address the serious challenges facing the Company. It is also critical that these individuals possess the highest levels of integrity and exhibit diligence and due care in all their dealings. Third Point has nominated four such individuals to the Board, whose qualifications can be reviewed on our shareholder website: www.valueyahoo.com. Rest assured, our nominees will adhere to the highest standards of corporate governance.
If there is a good explanation for the apparent discrepancies regarding the academic records of Mr. Thompson and Ms. Hart, we are confident that it will be provided promptly. However, in the event that there is no good explanation, we expect the Board to take immediate action. Yahoo! shareholders should not have to wait until the (not yet scheduled) Annual Meeting for our nominees to begin the hard work of truly changing the Yahoo! Board.
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