What was changed
On September 8, 2011 Third Point disclosed a 5.1% stake in Yahoo and sent the board a letter blaming failed deals and governance for destroyed value, calling the company's churn of CEOs a symptom of weak leadership.
Under pressure, Yahoo's board ran a CEO search and on April 16, 2012 named Marissa Mayer president and CEO, effective July 17, 2012, an outside hire after a string of internal and interim leaders.
Mayer refocused Yahoo on products, buybacks and the Alibaba stake. By May 7, 2013 the stock had surged 67% since her arrival, and by September 2013 it had nearly doubled, with much of the gain tied to Alibaba.
What it achieved
Yahoo hired Marissa Mayer as CEO in July 2012; shares nearly doubled by September 2013, helped by Alibaba.
Why it worked
The 13D and letter put the board's failures on record before any vote.
A 5.1% position made Third Point one of Yahoo's largest outside shareholders, giving the letter force.
The board chose a visible outside CEO rather than fight the campaign.
Buybacks and Alibaba's rising value gave the turnaround numbers to show.
What can be applied
An activist can force a leadership reset without a proxy fight: Loeb's letter and 5.1% stake raised the cost of inaction, and the board answered with an outside CEO and a strategic focus.
Aftermath
Loeb left Yahoo's board in July 2013 with a large profit. Alibaba later drove most of Yahoo's remaining value, and the company was sold to Verizon in 2017; the campaign became the textbook case of an activist changing leadership without a proxy contest.
FOLLOW THE EVIDENCE
The sources
- Third Point Schedule 13D for Yahoo! Inc. — 5.1% stake and September 8, 2011 letter to the board (Exhibit 99.1), filed September 8, 2011 sec.gov
- Yahoo! Inc. Form 8-K — Marissa Mayer appointed CEO effective July 17, 2012 sec.gov
- AP — Yahoo shares surged 67% since Mayer's arrival, May 7, 2013 apnews.com
- AP — Yahoo stock nearly doubled since Mayer came aboard, driven by Alibaba, September 2013 apnews.com