Yahoo’s summer showdown with Carl Icahn

June 4, 2008, 5:24 PM UTC

By Yi-Wyn Yen

The summer’s biggest shareholder showdown is finally set. Yahoo will hold its annual  meeting at the Fairmont hotel in downtown San Jose on Aug. 1.

Yahoo (YHOO) originally set the date for July 3, but the meeting was postponed in anticipation of Carl Icahn’s proxy fight. The billionaire activist vows to replace Yahoo’s nine board members, including Yahoo CEO Jerry Yang, with his own slate if the company doesn’t reach a deal with Microsoft (MSFT). He has also threatened to fire Yang as CEO.

Yahoo again urged its shareholders to vote for the incumbents and not Icahn’s nominees. “OUR BOARD….URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD SENT TO YOU BY THE ICAHN ENTITIES,” the company wrote in a Securities & Exchange filing.

Many of Yahoo’s shareholders are upset that Yahoo turned down a $33-per-share offer from Microsoft. Yahoo maintains that it is still holding talks with Microsoft though the software giant withdrew its bid a month ago. Yahoo also says it is pursuing a search advertising partnership with Google (GOOG) despite antitrust concerns.

Those on the sidelines are still rooting for Icahn to make a summer miracle happen between Microsoft and Yahoo. “We estimate that Icahn and those who have already endorsed his efforts control up to some 15% of the outstanding shares,” wrote Standard & Poor’s Internet analyst Scott Kessler in a research note. “We think there is a good chance Icahn will prevail and a merger with Microsoft will eventually be consummated.”