Yahoo! Inc.
Proposal 1.
(A) AUTHORIZATION OF THE SALE TO VERIZON COMMUNICATIONS INC. ("VERIZON"), PURSUANT TO THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE STOCK PURCHASE AGREEMENT, DATED AS OF JULY 23, 2016, AS AMENDED AS OF FEBRUARY 20, 2017, BETWEEN YAHOO AND VERIZON, OF ALL OF THE OUTSTANDING SHARES OF YAHOO HOLDINGS, INC. ("YAHOO HOLDINGS"), A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF YAHOO, AND PRIOR TO THE SALE OF YAHOO HOLDINGS, THE SALE (THE "FOREIGN SALE TRANSACTION") BY YAHOO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 2.
APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO YAHOO'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION OF THE SALE TRANSACTION.
Caisse vote:
For
Applicable policy or principle:
PR_07_08
Proposal 3.
AUTHORIZATION FOR THE BOARD TO POSTPONE OR ADJOURN THE SPECIAL MEETING (I) FOR UP TO 10 BUSINESS DAYS TO SOLICIT ADDITIONAL PROXIES FOR THE PURPOSE OF OBTAINING STOCKHOLDER APPROVAL, IF THE BOARD DETERMINES IN GOOD FAITH SUCH POSTPONEMENT OR ADJOURNMENT IS NECESSARY OR ADVISABLE TO OBTAIN STOCKHOLDER APPROVAL, OR (II) TO ALLOW REASONABLE ADDITIONAL TIME FOR THE FILING AND/OR MAILING OF ANY SUPPLEMENTAL OR AMENDED DISCLOSURE WHICH THE BOARD HAS DETERMINED, AFTER CONSULTATION ..(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).
Caisse vote:
Against
Applicable policy or principle:
PR_14