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Yahoo! Inc. (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2016 Date of Report (Date of earliest event reported) Yahoo! Inc. (Exact name of registrant as specified in its charter) Delaware 000-28018 77-0398689 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 701 First Avenue Sunnyvale, California 94089 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (408) 349-3300 Not applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. On July 25, 2016, Yahoo! Inc. (“Yahoo”) held an investor call concerning the proposed sale of Yahoo’s operating business. The call was hosted by Yahoo CEO Marissa Mayer and Yahoo CFO Ken Goldman. Yahoo also made the Chair of its Strategic Review Committee, Tom McInerney, and Yahoo Chairman of the Board, Maynard Webb, available for questions. A transcript of the call is attached as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Transcript of July 25, 2016 investor call of Yahoo! Inc. Forward-Looking Statements. This communication contains forward-looking statements concerning the proposed sale of Yahoo’s operating business. Risks and uncertainties may cause actual results to differ materially from the results predicted. Potential risks and uncertainties include, among others: (i) the inability to consummate the transaction in a timely manner or at all, due to the inability to obtain or delays in obtaining the stockholder approval, necessary regulatory approvals for the transaction or satisfaction of other conditions to the closing of the transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; (iii) the potential adverse effect on Yahoo’s partner, advertiser, vendor and customer relationships, operating results and business generally resulting from the announcement of the transaction; (iv) the implementation of the transaction which will require significant time, attention and resources of Yahoo’s senior management and others within Yahoo, potentially diverting their attention from other aspects of Yahoo’s business; (v) risks related to Yahoo’s ability to retain or recruit key talent; (vi) the costs, fees, expenses and charges related to or triggered by the transaction; (vii) potential adverse effects on Yahoo’s business, properties or operations caused by Yahoo implementing the transaction; (viii) the anticipated benefits of transaction to Yahoo’s stockholders may not be realized; and (ix) the initiation or outcome of any legal proceedings or regulatory proceedings that may be instituted against Yahoo relating to the transaction. More information about other potential factors that could affect Yahoo’s business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Yahoo’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, which are on file with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov. All information set forth in this communication is as of July 25, 2016. Yahoo does not intend, and undertakes no duty, to update this information to reflect subsequent events or circumstances. Important Additional Information and Where to Find It. Yahoo will be filing with the SEC a proxy statement regarding the proposed sale of Yahoo’s operating business to Verizon Communications Inc., the definitive version of which will be sent or provided to Yahoo stockholders. BEFORE MAKING ANY VOTING DECISION, YAHOO’S STOCKHOLDERS ARE STRONGLY ADVISED TO READ YAHOO’S PROXY STATEMENT IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders will be able to obtain (when available) a free copy of Yahoo’s proxy statement, any amendments or supplements to the proxy statement, and other documents filed by Yahoo with the SEC (when available) in connection with the proposed transaction for no charge at the SEC’s website at www.sec.gov, on the Investor Relations page of Yahoo’s website investor.yahoo.net or by writing to Investor Relations, Yahoo! Inc., 701 First Avenue, Sunnyvale, CA 94089. Yahoo and its directors and executive officers may be deemed participants in the solicitation of proxies from its investors and stockholders in connection with the proposed transaction. Information concerning the ownership of Yahoo securities by Yahoo’s directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, and additional information is also available in Yahoo’s annual report on Form 10-K for the year ended December 31, 2015, as amended, and Yahoo’s proxy statement for its 2016 annual meeting of stockholders filed with the SEC on May 23, 2016. Information regarding Yahoo’s directors, executive officers and other persons who may, under the rules of the SEC, be considered participants in the solicitation of proxies in connection with the proposed transaction, including their respective interests by security holdings or otherwise, also will be set forth in the definitive proxy statement relating to the proposed transaction when it is filed with the SEC. These documents may be obtained free of charge from the sources indicated above. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. YAHOO! INC. By: /s/ Ronald S. Bell Ronald S. Bell General Counsel and Secretary Date: July 25, 2016 EXHIBIT INDEX Exhibit Number Description 99.1 Transcript of July 25, 2016 investor call of Yahoo! Inc. Exhibit 99.1 JULY 25, 2016 / 12:30PM GMT, YHOO - Verizon Communications Inc to acquire Yahoo! Inc CORPORATE PARTICIPANTS Joon Huh Yahoo! Inc - VP of IR Marissa Mayer Yahoo! Inc - CEO & President Ken Goldman Yahoo! Inc - CFO Tom McInerney Yahoo! Inc - Board Member and Chairman of the Strategic Review Committee Maynard Webb Yahoo! Inc - Chairman of the Board CONFERENCE CALL PARTICIPANTS Mark May Citigroup - Analyst Anthony DiClemente Nomura Securities International - Analyst Brian Nowak Morgan Stanley - Analyst Mark Mahaney RBC Capital Markets - Analyst Eric Sheridan UBS - Analyst Brian Pitz Jefferies LLC - Analyst Youssef Squali Cantor Fitzgerald - Analyst Jason Helfstein Oppenheimer & Co. - Analyst Richard Kramer Arete Research - Analyst Brian Weiser Pivotal Research Group - Analyst Robert Peck SunTrust Robinson Humphrey - Analyst Neil Doshi Mizuho Securities - Analyst PRESENTATION Operator Good day, ladies and gentlemen, and welcome to the Yahoo July 25, 2016, conference call. (Operator Instructions) As a reminder, today’s conference call is being recorded. I would now like to turn the conference over to Joon Huh, Vice President of Investor Relations. Please go ahead. Joon Huh - Yahoo! Inc - VP of IR Thank you, Candace. Good morning and welcome to Yahoo’s investor conference call. On the call today will be Marissa Mayer, Chief Executive Officer, and Ken Goldman, Chief Financial Officer. Joining us for Q&A will be Maynard Webb, Chairman of the Board, and Tom McInerney, Board Member and Chairman of the Strategic Review Committee. Before getting started, I want to remind you that today’s remarks will contain forward-looking statements about Yahoo’s proposed sale of our operating business to Verizon, as well as our strategic plans. Actual results may differ materially from those described in our forward-looking statements. Potential risks that could cause these differences are described in the press release we issued this morning, and include events that could cause us to be unable to consummate the transaction in a timely manner or at all, such as failures or delays in obtaining the shareholder and regulatory approvals needed for the transaction; potential adverse effects the JULY 25, 2016 / 12:30PM GMT, YHOO - Verizon Communications Inc to acquire Yahoo! Inc proposed transaction may have on Yahoo’s partner, advertiser, vendor, and customer relationships; risks related to Yahoo’s ability to recruit or retain key talent; and possible diversion of management attention prior to closing. All information in this call is as of today, July 25, 2016, and we undertake no duty to update it for subsequent events. And with that, let me turn the call over to Marissa. Marissa Mayer - Yahoo! Inc - CEO & President Thank you for joining us. Today we’re excited to announce that we’ve signed an agreement with Verizon to acquire Yahoo’s operating business for cash consideration of over $4.8 billion, subject to adjustments. In addition, Verizon will generally issue cash-settled RSUs for each Yahoo employee RSU that is outstanding at the close. We believe this is an exceptional outcome for Yahoo shareholders, and it culminates a rigorous, thorough, strategic alternative process that’s been conducted over the past few months.
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