UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):July 21, 2008
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-28018 | | 77-0398689 |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
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701 First Avenue
Sunnyvale, California | | 94089 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (408) 349-3300
(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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) amends Item 5.02(b) of the Current Report on Form 8-K filed by Yahoo! Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on July 21, 2008 (the “Original Form 8-K”). This Form 8-K/A does not amend or modify the information set forth in Items 1.01 and 9.01 of the Original Form 8-K. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Original Form 8-K.
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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. |
(b) Item 5.02 of the Original Form 8-K stated that on July 20, 2008, Mr. Robert A. Kotick notified the Company that he would not stand for re-election to the Board at the Annual Meeting and tendered his resignation from the Board, effective as of the conclusion of the Annual Meeting. Subsequent to the filing of the Original Form 8-K and the issuance of the Company’s July 21, 2008 press release, on July 25, 2008, following discussions with, and at the request of, the Company, Mr. Kotick confirmed that in order to ensure that the Settlement Agreement with Carl Icahn is properly implemented in accordance with its terms (which provide for Mr. Kotick to resign as a director as soon as practicable following the completion of the Annual Meeting), he will stand for re-election at the Annual Meeting and his resignation will become effective upon the completion of the Annual Meeting.
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.
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| | YAHOO! INC.
(Registrant)
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| | By: | /s/ Michael J. Callahan | |
| | | Name: | Michael J. Callahan | |
| Date: July 28, 2008 | | Title: | Executive Vice President, General
Counsel and Secretary | |
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