What rank hypocrisy! Where's the blame for tapping Yang for the job in the first place? For not pushing him out sooner? And for that matter, for not having a hot-swappable substitute in the executive ranks when Hollywood dude Terry Semel abruptly quit last year? Those are all grave transgressions to which Yahoo's directors ought to confess.

Chairman Roy Bostock should be first out the door. An old-school adman ridiculed within Yahoo as an "empty suit," Bostock has added nothing to the company. And he shredded any remaining credibility by brazenly lying to Newsweek about Jerry Yang's status as CEO, saying he was firmly ensconced in the job even as the board discussed his ouster.

Add to the list investors Ron Burkle, Gary Wilson, and Art Kern, whose ouster I called for earlier this year. Can anyone say what Yahoo has gotten from their collective 26 years on the board?

Corporate raider Carl Icahn, too, should make his stay on Yahoo's board brief and symbolic, a prize won for waging a fierce battle with Yahoo management over its failure to sell the company to Microsoft. He may have been right about Microsoft, but I can't believe he has the company's long-term interests at heart.

And Jerry Yang, who has been allowed to keep his board seat, should resign it. Yahoo needs a clean break from his mismanagement; a lingering presence will only hurt the company he professes to love.

Whoever Yahoo picks as its next CEO should make a priority of mucking out the boardroom; candidates for the job should demand that these six directors offer their resignation before they sign on the bottom line. Otherwise, the job will be untenable.

The rest of the board I'd recommend Yahoo's next CEO keep, at least for the time being. Frank Biondi and John Chapple are too new to pass judgment on; venture capitalist Eric Hippeau and Hewlett-Packard executive Vyomesh Joshi actually have knowledge of the marketplace that's valuable to Yahoo; and telecom exec Maggie Wilderotter is a credible candidate to step in as Yahoo's CEO, should the board choose one of its own.

Yahoo's failure-prone four had between 18.2 and 22.1 percent of shareholders withhold their votes for reelection. Board members who met with Valleywag's approval — Eric Hippeau, Vyomesh Joshi, Bobby Kotick, and Maggie Wilderotter — scored between 7.1 and 9.3 percent. Only in corporate America would a passive-aggressive move like declining to vote be deemed "activist." All the same, to those shareholders who sat this one out, we thank you for your fealty.

Yahoo!'s board has been dysfunctional for too long. More changes are needed, which is why I will vote "against" the re-election of Roy Bostock, Ron Burkle, Art Kern, and Eric Hippeau at next week's annual meeting

Jackson's bullet points on "Why I'm Voting "Against" Bostock, Burkle, Kern, and Hippeau," are below.

• Yahoo!'s stock price is at the same level it was 4 years ago. That's a zero % return for loyal shareholders, while the market has gone up and their largest competitor has soared.
• Excessive compensation continues to persist at Yahoo! Last year, the focus was on Yahoo!'s CEO compensation and how it ranked among the highest for Fortune 500 companies, even as the stock had dropped 30% that year. Jerry Yang has agreed to be paid $1 a year since he took over as CEO, yet Yahoo!'s Compensation Committee has continued to pay its outside directors approximately $500,000 per year. Google's outside directors on average receive pay of $250,000 per year.
• Last year, Yahoo! shareholders voted 34 - 36% against the re-election of Messrs. Bostock, Burkle, and Kern (the members of Yahoo!'s Compensation Committee). To put that vote in perspective, remember that Michael Eisner (the year he battled Roy Disney) received 42% of votes cast against his re-election. Yahoo! chose to ignore the will of shareholders and keep all 3 men on. Based on what's occured in these past 12 months, I believe that choice was unwise.
• Kern and Hippeau have served on this board for 12 years. That's too long. It would be next to impossible for anyone to remain "independent" after serving on a group for so long. There are other voices with experience on this board.
• The breakdown in talks with Microsoft still baffles shareholders. The visceral outrage all Yahoo! shareholders felt when discussions broke down with Microsoft on May 3rd still leaves a bad taste in all our mouths as shareholders. This board claims Microsoft never was serious in its buyout offer for the entire company. Yet, they chose not to engage in discussions with Microsoft for 5 weeks after the offer was made - instead, scurrying around to approve a lavish severance package so as to increase the costs to Microsoft of completing the acquisition.

(Photo by Oscalito)

• Roy Bostock: This guy is chairman of the Partnership for a Drug-Free America. Can you imagine anyone more out of touch with Yahoo's workforce?
• Art Kern: On the board since January 1996. Used to own some radio stations. Gives a lot of money to good causes. Great — how about you do that full-time, Art?
• Ron Burkle: Politically connected former grocery-store owner.
• Gary Wilson: Used to run Northwest Airlines. Shouldn't that be a disqualifier to do anything?

Memo to the rest of Yahoo's board: Hey, you're okay in our book! Let's do lunch!

One source told the paper, "The emotional part of Yang would rather do anything but sell to Microsoft, but he doesn't have the cards to come up with a value-creating, competitive alternative for shareholders." Reports yesterday indicated Yang's last hope remains with Rupert Murdoch and News Corp..