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Friday, Jan 20, 2012 at 11:04 am by Michelle Leder
Never a disagreement in SEC filings land…

Here at footnoted, we’re constantly trying to figure out what companies — or at least their attorneys — are really trying to say when they file something with the SEC. While these filings are ostensibly meant to inform investors about significant events or issues that should be taken into account, by the time they make it into Edgar, they’re often so watered down that what you’re left with is boring boilerplate.

We were reminded of that when we read this 8-K that Yahoo (YHOO) filed yesterday presumably to inform the two investors who hadn’t already heard that co-founder Jerry Yang had resigned. Attached to the filing was Yang’s resignation letter, which many of our friends in the media picked up on (see here and here among others).

Being the SEC filings geeks that we are, we were more interested in the Item 5.02 disclosure, which reads:

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Effective January 17, 2012, Jerry Yang resigned from the Board of Directors of Yahoo! Inc. (the “Company”) and all other positions with the Company. Mr. Yang is resigning to pursue other interests, and not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

We don’t know Jerry Yang and we’re certainly not experts on Yahoo, but we have read an article (or 15)  about the many disagreements Yang has had over the years — with board members, investors, potential suitors, etc. Indeed, Forbes’ Eric Savitz, who has spent years covering the company, described the resignation as Yang “losing his battle”. So the idea that Yahoo could legitimately claim in a filing that this was not due to “any disagreement” kind of reminded us of Bill Clinton’s tortured use of the word “is” back in 1998.

Given that Yang’s problems have been well documented over the years and that the company still decided to use the boilerplate “no disagreements” language, we were curious to see how many other companies use this language when their decidedly less high-profile executives resign. So we did a search for every time that language was used in an Item 5.02 disclosure in an 8-K. The answer? 1,754 times in the past year!

We won’t admit to reading all of those disclosures so perhaps there were some companies that did admit to having some sort of disagreement as they informed investors about some executive or director being ushered out the door. But we’re quite confident that the overwhelming majority of those disclosures — probably well over 95% — undoubtedly claimed that there was no disagreement.

We know that Jerry Yang had many disagreements while at Yahoo. And yet Yahoo was still able to claim that his resignation wasn’t due to “any disagreement”. So what does that say for those 1,754 other folks who also resigned from various public companies in the past year?

Indeed, it kind of reminds us of that famous Garrison Keillor quote about all the children being “above average” in Lake Wobegon. In SEC filings, apparently, departing executives and directors rarely seem to leave because of a disagreement. Which makes the very nature of this disclosure something of a joke.

Image source: boxing gloves via Shutterstock

On Wednesday, we published the 2012 footnotedPro M&A report, listing 10 companies we believe are likely acquisition targets. Three companies on last year’s Top 10 list announced deals within a little over three months. For more information about our 2012 M&A report, or to inquire about subscribing to footnotedPro, please contact Todd Serpico.

Thursday, Jan 19, 2012 at 10:23 am by Theo Francis
Your teeth: A goldmine for Sirona Dental execs…

It turns out that running a dental supply company has a lot in common with your average dental visit — but we don’t mean the pain, the fear, or, most especially, the whopping bill that insurance only partly covers.

No, we’re talking about the perks, the creature comforts. You get the soothing music, the minty mouthwash, the comfy chair with a built-in footrest, and at the end, a freebie toothbrush, toothpaste and dental floss, maybe in a serviceable travel case. Similarly, Jost Fischer and several of his colleagues get chauffeured cars, New York City apartments and thousands of dollars toward their health-care premiums.

Fischer is chief executive of Sirona Dental Systems (SIRO), which boasts a lineage back to the maker of the first electric dental drill (yikes!) and now makes and sells everything from those Swiss Army chairs to dental instruments, software and imaging devices. And they do a booming business, to judge by the proxy statement the company filed on Tuesday. As CEO, Fischer made $4 million in the fiscal year ended September 30, up from $3.1 million the prior year. Most of the increase came in the form of a cash bonus ($1.6 million vs. $1.1 million last year) and stock awards ($1.5 million vs. $1.1 million), but Fischer also got a nice grab-bag of perks.

Wednesday, Jan 18, 2012 at 11:01 am by Sonya Hubbard
Wondering how golden parachutes stay aloft?…

How could what started as a good idea go so far astray? Does an executive ever deserve $100 million… or more?

In theory, golden parachutes started out with a reasonable premise:  Executives should act in the best interest of a company and its shareholders. And, in some cases, that might mean leading the company into a merger or sale. Yet what’s best for the company might be the worst move for the executives, who might soon find themselves without jobs. Enter the golden parachute – the practice of paying executives enough on their way out the door so that they can make the mortgage payment during the time it takes to line up their next job.

But, as we all know from reading the headlines (including 2011′s winner of the Worst Footnote of the Year contest, former Hewlett Packard (HPQ) CEO, Léo Apotheker), golden parachutes have gotten bigger, and bigger, and – well – more golden.

Tuesday, Jan 17, 2012 at 10:58 am by Theo Francis
Aon’s ex-pat games: London on $1,537 a day…

Aon Corp. (AON), the big insurance brokerage based in Chicago, made a splash in that city recently with the announcement that it would move its global headquarters to London.

Moving the HQ means moving the top brass as well, and that’s where — in our narrow view — things get pretty interesting. Because Aon is making sure it’s worth its executives’ while to make the move, and it’s splashing out quite a bit of hard cash to smooth the transition, according to the International Assignment agreements it filed with an early-Friday 8-K.

Consider the deal that Chief Executive Greg Case is getting to move across the pond. To start with, his agreement promises him $135,000 a year as an “annual foreign service allowance,” paid as part of his regular paycheck — a raise, in effect, for moving overseas. But he also gets another $336,000 — or $28,000 a month — as an

Friday, Jan 13, 2012 at 10:30 am by Michelle Leder
Google doubles down on director stock grants..

It’s not every day that Google (GOOG) appoints a new director. In fact, the last time the company appointed a non-employee director was back in the fall of 2005, when it named Princeton University President Shirley Tilghman and former Pixar CFO Ann Mather in short succession.

But yesterday, after the market closed, the company announced that Diane Greene, who founded VMWare (VMW) and took it public in 2007, had joined Google’s board. Greene, who also sits on the board of Intuit (INTU) , will serve on Google’s Audit Committee.

Because this is Google, Greene’s appointment was widely reported. Just Google her name and see for yourself. While we were able to get all sorts of interesting history on Greene from the various stories we skimmed, we were kind of surprised that nobody really delved into the 8-K that Google filed announcing the appointment.

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