Icahn files Yahoo board proxy statement with SEC

Billionaire investor and Yahoo Inc. shareholder Carl Icahn filed a definitive proxy statement nominating a slate of nine directors to replace Yahoo's board and its CEO Jerry Yang .

Monday's filing with the U.S. Securities and Exchange Commission comes after Yahoo rejected a joint proposal from Microsoft Corp. and Icahn on Saturday that called for a restructuring and the sale of Yahoo's search business to Microsoft.

Icahn's slate of directors includes Mark Cuban, Internet entrepreneur and majority and controlling owner of the NBA's Dallas Mavericks and Adam Dell, managing general partner of Impact Venture Partners, a venture capital firm focused on IT investments. The slate differs from board members Icahn proposed in a letter to Yahoo in May. Icahn's list submitted Monday leaves out Robert K. Shaye, co-chairman and co-CEO of New Line Cinema, and replaces Shaye with himself.

In a letter to shareholders, Ichan, who owns approximately 5% of Yahoo, Icahn said, "We believe that now is the time to enter into a significant transaction with Microsoft."

Yahoo could not be reached for comment.

In the statement, Icahn told shareholders that Microsoft would be willing to enter into an agreement to purchase all of Yahoo, or the software maker would purchase Yahoo's search business with certain guarantees for shareholders if the current board were replaced with Icahn's nominees.

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