Yahoo 2007 Annual Report Download - page 134
Download and view the complete annual report
Please find page 134 of the 2007 Yahoo annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2
-
3
-
4
-
5
-
6
-
7
-
8
-
9
-
10
-
11
-
12
-
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124 -
125 -
126 -
127 -
128 -
129 -
130 -
131 -
132 -
133 -
134 -
135 -
136 -
137 -
138 -
139 -
140 -
141 -
142 -
143 -
144 -
145
-
146
-
147
-
148
-
149
-
150
-
151
-
152
-
153
-
154
-
155
-
156
 |
 |
that the Chief Executive Officer of the Company should own a minimum of 5,000 shares of Company common
stock, and each of the other executive officers of the Company should own a minimum of 3,000 shares of Company
common stock. Executive officers are required to retain 100% of any of their shares of restricted stock that become
vested until such ownership levels have been achieved.
Policy with Respect to Section 162(m)
Section 162(m) of the Internal Revenue Code limits the tax deductibility by a corporation of compensation in
excess of $1 million paid to its chief executive officer and certain of its other executive officers. However,
compensation which qualifies as “performance-based” is excluded from the $1 million limit if, among other
requirements, the compensation is payable only upon attainment of pre-established, objective performance goals
under a plan approved by the corporation’s stockholders.
The Company and the Compensation Committee review and consider the deductibility of executive com-
pensation under Section 162(m). The Company believes that the realized gains on nonqualified stock options at the
time of exercise are fully deductible under the terms of the Company’s stockholder-approved stock plan. In
addition, the Company and the Compensation Committee generally structure performance-based grants of
restricted stock units to qualify for deductibility in accordance with 162(m). The Company’s annual cash bonuses
do not satisfy the requirements of Section 162(m) given the importance to the Company of preserving flexibility for
the Compensation Committee to make final bonus determinations after the related fiscal year has been completed,
when it is in the best position to assess Company performance and make distinctions based on individual
performance and contributions. The Company intends to retain this flexibility to provide total cash compensation
in line with competitive practice, the Company’s compensation philosophy, and the Company’s best interests. We
therefore may from time to time pay compensation to our executive officers that may not be deductible.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the disclosures contained in the
Compensation Discussion and Analysis Section of this report. Based upon this review and discussion, the
Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis
Section be included in this report.
Compensation Committee of the Board of Directors
Arthur H. Kern (Chair)
Roy J. Bostock
Ronald W. Burkle
15