Yahoo Inc. announced that its board has appointed three new independent directors, one each in three industries Yahoo touches, but none of whom eliminate the risk of a proxy fight. Taking their seats April 5 will be: John D. Hayes, executive vice president and chief marketing officer of American Express Co.; Peter Liguori, who was chief operating officer of Discovery Communications Inc. until Nov. 2011 and before that was chairman and president of Entertainment of Fox Broadcasting Network; and Thomas J. McInerney, who in Aug. 2011 announced his pending resignation as the outgoing chief financial officer of IAC/InterActiveCorp.

The board said it had chosen the three executives from a wide range of candidates, including those proposed by activist shareholder Daniel Loeb, whose investment company Third Point owns about 6 percent of Yahoo’s shares.

In its statement to investors, Yahoo said it had tried to avoid the “cost and distraction that inevitably accompanies a proxy fight” by suggesting that Harry Wilson and one other mutually agreed-upon person on Third Point’s slate join the board – a person that absolutely would not be Loeb himself – but that Loeb had rejected the idea.

“Each of these individuals impressed the search committee with their demonstrable records of significant accomplishment at the highest levels of media, advertising and marketing, finance, including corporate finance and restructuring, and further insight into customers’ perspectives,” said Patti Hart, chairman of the Board’s Nominating and Corporate Governance Committee, which conducted the search process.

Hayes was promoted to chief marketing officer at American Express in 2003, having served for eight years as American Express executive vice president, Global Advertising and Brand Management. His career as a brand and advertising industry executive includes a successful stint as president of Lowe & Partners.

Liguori (pictured) most recently was chief operating officer of the non-fiction media company Discovery. Previously he served as chairman and president of Entertainment for Fox Broadcasting Co., and before that was president and CEO of NewsCorp’s FX Networks. He also served in a series of positions with Home Box Office, including as vice president, Consumer Marketing. He began his career in the advertising industry, including positions at Saatchi & Saatchi, Compton and Ogilvy & Mather.

McInerney served as executive vice president and chief financial officer of IAC from January 2005 to March 2012. From January 2003 through December 2005, he was CEO of IAC’s Retailing sector. Prior to that time, McInerney served as executive vice president and chief financial officer of Ticketmaster and its predecessor company, Ticketmaster Online-Citysearch Inc.

Related links:

Yahoo – media release

Financial Times – Yahoo fails to appease with new directors

Mercury News – Yahoo spurns activist investor, names its own new board directors

Forbes – Yahoo Names 3 New Directors; Third Point ‘Disappointed’

Venture Beat – Yahoo appoints three new directors, despite an impending proxy battle

AllThingsD – Yahoo Appoints Three New Directors in a Smack to Activist Shareholder (Like I Said!)

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