said April 27 thatit reached an agreement with activist hedge fund Starboard Value LP to namefour new independent directors, including Starboard CEO and Chief InvestmentOfficer Jeffrey Smith, on the Internet company's board, effective immediately.
Smithwill also join the board's strategic review committee and compensation and leadershipdevelopment committee. Tom McInerney will chair the strategic review committee.
Otherdirectors added to the board are Tor Braham, former managing director andglobal head of technology mergers and acquisitions for Deutsche BankSecurities, media executive Eddy Hartenstein and Richard Hill, chairman ofTessera Technologies.
Aspart of the agreement, Starboard agreed to withdraw its director for Yahoo's board,effectively ending the proxy fight.
Additionally,two incumbent directors Lee Scott and Sue James have opted not to stand forre-election at the 2016 annual meeting, so that following the meeting the boardwill have 11 members, the company said.
Due to their exit, the board committees have beenreconstituted. Eric Brandt will chair the audit and finance committee, joinedby McInerney and Braham. Cathy Friedman will chair the nominating and corporategovernance committee, joined by Jane Shaw and Hill. Finally, Shaw will serve aschair of the compensation and leadership development committee, joined by YahooChairman Maynard Webb Jr., Friedman, Smith and Hartenstein. Brandtwill also be a part of the strategic review committee.
Yahoo is currently reviewing bids for its core Web business and Asianassets.