Yahoo! Inc., a month after hiring Scott Thompson as chiefexecutive officer, added two directors and announced the departureof Chairman Roy Bostock and three others in a board shakeup aimedat spurring a turnaround.

Alfred Amoroso, a former International Business Machines Corp.executive who ran Rovi Corp. until last year, and Maynard Webb,EBay Inc.'s ex-chief operating officer, will join the board, Yahoosaid today in a statement. Bostock, Gary Wilson, Arthur Kern andVyomesh Joshi, meanwhile, won't stand for re-election asdirectors.

Yahoo, the biggest U.S. Web portal, has faced mounting pressurefrom shareholders to revamp management following years of decliningsales and market-share losses to Google Inc. and Facebook Inc. Thecompany, in the midst of a strategic review, said today it hasweighed proposals for equity investments yet hasn't received anattractive offer. It continues to discuss a possible sale of itsholdings in Asian assets, including Alibaba Group Holding Ltd.

“Yahoo shareholders are happy to see change at the board,” saidClayton Moran, analyst at Benchmark Co. in Delray Beach, Florida,who has a “hold” rating on Yahoo. “But it also may signal that theAsian asset sales haven't made meaningful progress. You'rereplacing several board members in the middle of very importantnegotiations.”

The company said it is devoting “significant resources to thesediscussions.” Yahoo has minority stakes in Yahoo Japan and Alibaba,the biggest e-commerce company in China.

At the same time, Yahoo is searching for more independentdirectors, an effort being led by board member Patti Hart, CEO ofInternational Game Technology Inc. Yahoo didn't name a chairman toreplace Bostock.

Following this year's annual meeting, most of Yahoo's directorswill be new to the board and all of them will have joined since2010, Yahoo said. “We believe that this reconfigured board, with afresh set of perspectives and diverse set of skills, will enablethe company to move forward even more aggressively.”

Amoroso was CEO of Rovi, a provider of digital home-entertainment products, through the end of 2011. He had been headof Rovi and predecessor companies since July 2005. Amoroso was alsoCEO of META Group Inc. and CrossWorlds Software Inc., and he was amember of IBM's worldwide management committee.

Gateway Veteran

Webb has been chairman of LiveOps Inc., a provider of call-center technology, since 2006 and served as CEO of the Santa Clara,California-based company from late 2006 through July 2011. Webbalso was a senior vice president and chief information officer atGateway Inc.

Bostock's tenure as chairman was tainted by market-share andstock-price declines, management upheaval, and the rejection of a$47.5 billion takeover bid from Microsoft Corp. in 2008. Yahoo'smarket value is now $19.6 billion, less than half the offerprice.

While Jerry Yang, a Yahoo co-founder and then CEO, handled muchof the negotiations with Microsoft, it was Bostock who co- signed aletter announcing that takeover talks were over. The company saidthe Microsoft's bid was “not in the best interests of Yahoostockholders.”

Yahoo investor Third Point LLC ramped uppressure on the company's board last September, when the firmincreased its stake and reiterated a demand that Bostock step down.Daniel Loeb, CEO of Third Point, said he told Bostock and Yang in aphone conversation that he planned to “pursue whatever efforts werenecessary to remove Mr. Bostock from the board,” according to afiling. The dialogue ended when “Bostock terminated the call,” Loebsaid.

Bostock's departure follows that of Yang, who resigned from theboard and all other positions at the company last month. Thompson,the new CEO, joins from EBay, where he served as president of thecompany's PayPal unit.

“The more of the men who turned down the Microsoft deal leave,the better a chance is we get an Asian deal done faster,” saidLaura Martin, an analyst at Needham & Co. in Pasadena,California. She recommends buying the shares, which she doesn't ownherself.

The year after the failed Microsoft takeover, Yahoo brought inCarol Bartz as CEO to help drive a turnaround. When she struggledto revive revenue and Yahoo's stock price, Bostock fired her byphone on Sept. 6.

Advertising Career

While he drew flak at Yahoo, Bostock had success as chairman ofNorthwest Airlines, guiding it in 2008 through a $2.75 billionmerger with Delta Air Lines Inc.

Bostock became a Yahoo director in 2003, after a 38-year careerin advertising. He sold BCom3 Group, the global ad agency where hewas chairman, to Publicis Group in 2002 for $3 billion. Outside thecorporate world, he's served as chairman emeritus at thePartnership at Drugfree.org and has donated money to DukeUniversity, his alma mater, where a library is named after him.

“We all take pride in the fact that we are positioning Yahoo forsuccess in the future,” Bostock said in the statement. “I haveevery expectation that under Scott's leadership, working togetherwith the reconstituted board, the company will thrive for manyyears to come.”

Shares of Sunnyvale, California-based Yahoo rose less than 1percent to $15.83 at the close in New York. The stock has dropped1.9 percent this year.

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