AOL shareholders re-elect board, reject dissidents in preliminary voting

BOSTON, Thu Jun 14, 2012 – Preliminary voting results show shareholders in AOL Inc. re-elected all eight of the company’s incumbent directors on Thursday, fighting off a challenge by activist hedge fund Starboard Value, Julie Jacobs, the company’s executive vice president and general counsel, told the company’s annual meeting on Thursday.

Jacobs noted that final results would be disclosed in a filing with the U.S. Securities and Exchange Commission.

Chesapeake shareholders to replace four directors

OKLAHOMA CITY, Okla., Mon Jun 4, 2012 – Chesapeake Energy Corp. agreed to replace four of its current board members with new directors chosen by two of its largest shareholders, as the company has come under intense pressure to improve its corporate governance.

Chesapeake said on Monday that its largest shareholder, Southeastern Asset Management, will nominate three of the new directors, while billionaire investor Carl Icahn and his affiliates will pick the fourth. It said four of its current directors will resign upon appointment of the new directors.

Yahoo names three new independent directors to board

NEW YORK, Mon Mar 26, 2012 – Yahoo Inc. has appointed three new independent directors as it prepares for a proxy fight with activist hedge fund investor Daniel Loeb.

John D. Hayes, chief marketing officer of American Express; Peter Liguori, former chief operating officer of Discovery Communications, and Thomas J. McInerney, the outgoing chief financial officer of IAC/InterActiveCorp will commence their tenure as directors effective April 5, Yahoo said in a statement on Sunday.

The appointments come as Loeb’s hedge fund Third Point, which has a 5.8 percent stake in Yahoo, has sharply criticized the Internet company’s strategy and launched a campaign to install four directors at its board.

Yahoo said its board had offered to propose Harry Wilson, one of Third Point’s four nominees, and a second person mutually acceptable to both Yahoo and Third Point – outside of its three other nominees – to join the board in order to avoid a proxy fight.

Loeb, who is seeking a board seat for himself, rejected this proposal, according to the Yahoo statement.

“The board believed that there is value in avoiding the cost and distraction that inevitably accompanies a proxy fight, and determined that this proposal was in the best interest of all of its shareholders to avoid that expenditure of resources,” Yahoo said in a statement.

While the board remains open to hearing Third Point’s ideas, it has determined that appointing Loeb to the board is not in the best interest of the company and its shareholders, Yahoo said.

Third Point said in a statement that it had offered several compromises to strike a deal and avoid a proxy contest.

Morgan Stanley directors win pay lawsuit dismissal

NEW YORK, Thu Mar 22, 2012 – Twelve outside directors of Morgan Stanley have won the dismissal of a shareholder lawsuit over their decisions on how to pay tens of thousands of workers.

The shareholders had accused the directors of corporate waste and breaching their duties with regard to their compensation decisions for 2006, 2007 and 2009.

But a New York State appeals court in Manhattan said the shareholders should have first demanded that the board make changes before suing.

The shareholders had contended that such a demand would be futile, but the court said they failed to show that enough of the board lacked independence. Thursday’s decision upheld a December 2010 lower court ruling.

Apple ponders cash, caves on board-vote proposal

CUPERTINO, Calif. — Apple Inc. on Thursday adopted a measure long desired by investors and corporate governance activists, granting its shareholders a bigger say in the appointment of directors to the board of the world’s most valuable technology company.

CEO Tim Cook also repeated that he has been “thinking very deeply” about investors’ demands that the consumer electronics company return some of its $98 billion in cash and securities to shareholders via a dividend.

Wall Street has bet on the rising likelihood that some of that enormous war chest could be doled out this year, since Cook told investors last week that discussions around that hoard had intensified.

“We’ve been thinking about cash very deeply,” he said, echoing previous comments. “Frankly speaking, it’s more than we need to run the company.”

At its annual shareholders meeting in Cupertino, Apple finally acceded to demands from U.S. pension fund Calpers and other major investors that it require unopposed directors to secure a majority-share vote before getting elected to the board.

That move came after shareholders last year, in a rare show of activism for a group often content with the iPad and iPhone maker’s sizzling growth and lofty share price, voted in favor of a similar proposal — despite Apple’s recommendation they reject it.

Apple General Counsel Bruce Sewell said the company had previously resisted the change because it creates legal complications. “But this is Apple and we don’t let complexity get in our way,” he said.

The proposal’s adoption predictably pleased Calpers, the largest U.S. pension fund that has long sought support for such a measure to be adopted at scores of other U.S. corporations.

Morgan Stanley names 210 new managing directors

NEW YORK – Morgan Stanley announced the promotion of 210 employees to managing director on Tuesday, a smaller lot than the previous year as the Wall Street bank’s overall workforce shrank.

For 2010, Morgan Stanley promoted 232 employees to managing director, up from the 212 workers who received the title in 2009 and the 133 who were promoted in 2008.

Managing director is a coveted title at Wall Street banks that is bestowed on a relatively small pool of employees each year. The mantle comes with higher pay and more responsibility but in an uncertain work environment for bankers and traders – with thousands of job cuts across Wall Street – it also offers the newly promoted a modicum of job security.

In mid-December, Morgan Stanley announced plans to lay off 1,600 employees across its investment banking and trading operations, in addition to hundreds of job cuts that earlier took place at its wealth management division. On Dec. 31, Morgan Stanley had 642 fewer workers on its payroll than a year earlier.

Its chief rival, Goldman Sachs Group Inc, promoted 261 employees to managing director in November, a 19 percent drop from the previous year. Goldman cut 2,400 jobs in 2011.

Twitter’s board of directors loses two early investors

SAN FRANCISCO ― Two of Twitter’s earliest investors have left the company’s board of directors, the latest change to the fast-growing social media company’s leadership.

Fred Wilson of Union Square Ventures and Bijan Sabet of Spark Capital are no longer on Twitter’s board, the company said on Friday.

It was not immediately clear what prompted the change.

Twitter does not plan to appoint new directors to replace Wilson and Sabet, a source familiar with the matter said.

Wilson and Sabet did not return emails seeking comment.

The departures mark the latest change to Twitter, whose microblogging service allows users to broadcast short, 140-character messages, or “tweets,” to groups of “followers.”

In October, Dick Costolo replaced co-founder Evan Williams as chief executive. Earlier this year Costolo brought Jack Dorsey, another co-founder, back to the company as executive chairman.

Williams and Twitter co-founder Biz Stone have recently started a new project called Obvious Corp.

Twitter, which has more than 100 million active users, has been increasingly focused on building a revenue-generating advertising business on top of its Web service.xxThe company is broadening the areas of its service where ads will appear, Costolo said during a briefing with reporters and analysts at the company’s San Francisco headquarters last week.

During the meeting, Costolo repeatedly cited Wilson in examples and anecdotes about the various uses for Twitter, at one point using the example of Wilson’s son and his proclivity for following NBA players on Twitter without actually contributing any tweets himself.

Twitter, which raised $400 million in a new round of funding earlier this year, credited Wilson and Sabet on Friday with playing important roles in the company’s success.”Both saw what Twitter could become before most anyone else,” said Twitter spokesman Sean Garrett in an emailed statement. “We look forward to their continued input as both investors in the company and passionate users of the product.”