Proxy Season Update: Yahoo!

2014 Annual Meeting: 11:00 AM EDT, Wednesday, June 25, 2014

Santa Clara Marriott, 2700 Mission College Boulevard, Santa Clara, California 95054

Yahoo! has three pending ESG shareholder proposals in 2014.

    • This resolution from the New York State Common Retirement Fund asks for annual reports on policy, payments, memberships in groups that write model legislation, information on how these payments occur, and how management and the board of directors monitor them. The proposal says the reports should include:

      1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

      2. Payments by Yahoo! used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

      3. Yahoo!’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

      4. Description of management’s decision making process and the Board’s oversight for making payments described in sections 2 and 3 above.

      For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Yahoo! is a member.

      Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. Neither “lobbying” nor “grassroots lobbying communications” include efforts to participate or intervene in any political campaign or to influence the general public or any segment thereof with respect to an election or referendum.

      The report shall be presented to the Audit Committee or other relevant oversight committees and posted on Yahoo!’s website.

  • POLITICAL ACTIVITY: Political Spending
    • Trillium Asset Management proposes that Yahoo! provide a semi-annual report disclosing the company’s:

      1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.
      2. Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:
      a. The identity of the recipient as well as the amount paid to each; and
      b. The title(s) of the person(s) in the Company responsible decision-making.

  • HUMAN RIGHTS: Human Rights Board Committee
    • Harrington Investments is requesting a new “standing committee to oversee the Company’s responses to domestic and international developments in human rights that affect our company.” The proposal mentions “unprecedented surveillance frequency, capacity, and government requests for data, as well as increasing compliance costs for numerous and sometimes conflicting US and foreign laws, regulations, and their interpretations,” and says none of the company’s directors currently has responsibility for addressing issue of privacy and freedom of speech, making the proposed committee necessary.

Download Proxy Preview 2014 to find more lobbying, political spending, and human rights resolutions.