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Yahoo Names 2 New Board Members, As Its Future Remains Cloudy

Yahoo, in the midst of exploring a sale of the company and facing a potential proxy fight, on Thursday announced the appointment of two independent directors to its board.

Joining Yahoo’s board are Catherine Friedman, former managing director of Morgan Stanley, and Eric Brandt, former CFO of Broadcom. The appointments, effective March 8, expand the size of the board from seven to nine directors.

Last month, Charles Schwab, chairman of the Charles Schwab Corp. resigned from Yahoo’s board after PayPal co-founder Max Levchin exited the board in December. Both were seen as allies of CEO Marissa Mayer.

Meanwhile, activist investor Starboard Value — unhappy with the company’s financial performance and leadership — has previously said it plans to nominate a slate of new directors prior to the March 26 proxy-filing deadline. Yahoo named Friedman and Brandt to the board without consulting Starboard, according to a New York Times report. A Starboard rep did not respond to a request for comment on the two new appointments.

“Eric and Cathy are both highly respected, experienced practitioners in their fields, and we welcome them to Yahoo’s board of directors,” Yahoo chairman Maynard Webb said in a statement. “Today we are at an important juncture in Yahoo’s transformation, as we execute on our refined strategy and explore strategic alternatives for the company.”

Under the terms of the board appointments, Friedman and Brandt will each receive $60,000 per year and will each automatically receive a grant of restricted stock units worth approximately $240,000 based on the closing price of Yahoo’s stock on the date of their appointments to the board and prorated based on the portion of the year that has passed since June 24, 2015, according to a company SEC filing.

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