Yahoo shareholder vote challenges board

"I expected a sort of personal apology from you as well as the members of the Yahoo board of directors," Naples, Florida-based Jackson told Semel.

Afterward, speaking to a group of reporters, Jackson said he planned to continue to push to unlock better performance at the company. "They (management) wave their hands away at the poor performance of the past and say 'Think about the future.'"

SIGNS OF DISSATISFACTION

The three independent proposals voted down had been opposed by management. Detailed vote counts will be disclosed in the company's quarterly filing in July, the Yahoo spokeswoman said.

The closest vote at the shareholder meeting called for executive compensation to be based on superior performance versus peers in the Internet industry.

"Pay for performance is not enough," David Collins, a representative of the United Brotherhood of Carpenters Pension Fund, told the shareholder meeting. The fund, which put forward the proposal, holds 4 million shares of Yahoo stock, he said.

The proposal received 34.6 percent in favor and 62.3 percent against, according to voting overseer Josh McGinn, of the independent transfer agent ComputerShare Trust Co.

Instead of demanding pay for performance, the company's compensation focuses on time-based service that is not conditioned on actual company performance, critics complain.

A report released in May by shareholder advisory group Proxy Governance Inc. found Yahoo has performed in line with peer companies but that Semel's three-year compensation is 926 percent above the median pay to CEOs in Yahoo's peer group.

The proxy advisory estimated that Semel stands to make as much as $170 million from long-term options he received in 2006 alone, although the company values those options at a lower amount, based on a different calculation method.