{
  "docId": "019dd923-622b-71dc-a6da-c41cbd3ac6d7",
  "docSlug": "9c7b7eaa4645",
  "documentTitle": "Yahoo! Inc. (YHOO)",
  "authorId": "03_Starboard_Value",
  "authorName": "Jeffrey C. Smith",
  "documentKindSlug": "shareholder-letter",
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  "presentationDate": "2016-01-06 00:00:00",
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  "notes": "This is a page from a shareholder letter, likely from Starboard Value to Yahoo.",
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    {
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      "kind": "callout",
      "text": "The Board must accept that significant changes are desperately needed. This would include changes in management, changes in Board composition, and changes in strategy and execution.",
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    {
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      "kind": "paragraph",
      "text": "Core Business. Those parties can then confidently commit the time needed to make a bid. Only in this way can you truly compare the potential value received in a sale of the Core Business versus a substantial stand-alone restructuring of the Core Business.",
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      "text": "The Board must accept that significant changes are desperately needed. This would include changes in management, changes in Board composition, and changes in strategy and execution. If the Board is willing to embrace the need for significant change and pursue a strategy along the lines of what we have proposed above, we are hopeful we can work constructively together and make changes to the Board through a mutually agreeable resolution. This is clearly the preferable route. If the Board is unwilling to accept the need for significant change, then an election contest may very well be needed so that shareholders can replace a majority of the Board with directors who will represent their best interests and approach the situation with an open mind and a fresh perspective. The new Board can then assess the state of the existing business, including a review of management’s strengths and weaknesses, so that the Board can best represent shareholders in analyzing a viable turnaround plan compared with potential offers for the Core Business. We look forward to our continued discussions.",
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      "kind": "paragraph",
      "text": "For over a year, we have attempted to work constructively with management and the Board of Yahoo. We have tried extremely hard to work “behind the scenes.” We have grown increasingly frustrated. It took significant effort for us to convince you it was the right choice to suspend the Aabaco spin-off. Unfortunately, instead of heeding our advice and concurrently announcing that you would explore a sale of the Core Business, you have now hid behind a plan to spin-off the Core Business and Yahoo Japan without fully understanding the alternative options. We have had numerous conversations with you for over a year where we expressed our extreme concern with the trajectory of the Core Business. We told you that, aside from separating the minority equity interests, the performance and lack of turnaround execution on the Core Business was our primary concern and focus. You assured us for over a year that you had a plan for execution and that you were confident that 2014 would be a low point for EBITDA. We explained over and over again that we did not believe your actions, or lack thereof, would achieve the desired result of stabilizing the business. Unfortunately, it appears we have been right, and each quarter is worse than the last. Your solution to just announce a change in direction of the spin and that it will require another year for shareholders to wait while the existing leadership continues to destroy value is not acceptable.",
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