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Jim Goldman, who writes Tech Check at CNBC, is live blogging the Yahoo shareholder meeting.

The turnout was light and much lower than expected. So far there have been no fireworks, with only a facetious request that Yahoo Board members punch time cards to prove how long they’re working. (Roy Bostock said, no problem.)

Yahoo Chairman Roy Bostock reiterated the standard Yahoo strategy and said the company was hitting its targets.

He noted, “Microsoft’s initial $31 bid was the only written proposal ever received by the company…In an offhand comment, (Microsoft said to one of our executives), ‘There may be a few more dollars on the table. It was never explicitly communicated to the board, and never communicated in writing.”

On Yahoo’s partnership with Google, Bostock said, “After Microsoft withdrew the offer, and only after they withdrew the offer, we entered into a deal with Google.”

Jerry Yang talked about how he’s (still) excited to transform the company (again) given its tremendous assets and online audience. Sue Decker will discuss new display advertising algorithms (which sound suspiciously like Panama Redux).

Why did so few shareholders attend? Have they resigned themselves to a $20 stock or do they think there’s nowhere to go but up?

Yahoo signed a new advertising deal with Google that will face antitrust scrutiny during the next 90 days or so. The deal, which will not be executed until regulatory review is completed, will allow Yahoo to display some ads sold by Google.

U.S. Senator Herb Kohl (D-WI), chairman of the Senate Antitrust Subcommittee, issued the following statement in response to the announcement by Google and Yahoo:

“We will closely examine the joint venture between Google and Yahoo announced today. This collaboration between two technology giants and direct competitors for Internet advertising and search services raises important competition concerns. The consequences for advertisers and consumers could be far-reaching and warrant careful review, and we plan to investigate the competitive and privacy implications of this deal further in the Antitrust Subcommittee.”

The benefit to Yahoo? An estimated $800 million in annual revenue come come through improved monetization of search. For now, the deal is limited to search. Google and Yahoo are looking at ways to expand the partnership, most likely into display advertising.

Yahoo will determine how Google’s ads are displayed. Yahoo’s pitching the agreement as part of its “open strategy” but it’s a clear indication that Yahoo Panama failed to deliver.

Yahoo President Susan Decker called the pact “a bridge” that will help the company create a unified display and search business. Yahoo said either party can end the agreement in the event of a change in control. If that happens in the next 24 months, Yahoo would be penalized with a termination fee of $250 million, less some of the revenue Google had earned through the deal.

Full text of the agreement after the jump:

Click to read the rest of this post…

There are no surprises here except perhaps the branding of Yahoo’s new advertising platform as “AMP!”

Dear Fellow Stockholder:

The vote you will cast for directors at Yahoo!’s August 1, 2008 annual meeting is the most important for stockholders in our history.

We believe that the reelection of our current board is in the best interests of Yahoo!’s stockholders. Under the leadership of the current board and management team we are executing on our strategy to create value that is gaining traction. In addition, in responding to Microsoft Corporation’s proposal to acquire the company and exploring strategic alternatives, Yahoo!’s board has been focused on one central goal: how best to maximize stockholder value. In this regard, you should know that we have at all times been open to a transaction with Microsoft if it offers our stockholders full and certain value. We write to ask you to support our slate of highly qualified and capable directors standing for reelection.

You are probably aware that Carl Icahn proposes to replace our entire board of directors with his hand-picked slate. Mr. Icahn has no credible plan except to sell the company to Microsoft — despite the fact that Microsoft has publicly indicated that it has no current interest in such a transaction. Given Microsoft’s stated position of not wanting to acquire Yahoo!, the election of Mr. Icahn’s slate could result in substantial erosion of stockholder value.

We Urge You To Act Now To Protect Your Investment By Rejecting Mr.
Icahn’s Slate
And By Voting For Our Board Today, By Telephone, Internet, Or By
Signing, Dating,
And Returning The Enclosed WHITE Proxy Card.

Last year, after making changes in management, our board oversaw an intensive review by the new management team, led by Jerry Yang, of Yahoo!’s business and strategy. The result was a more focused strategy, a more streamlined company and a significant acceleration of specific initiatives to capitalize on the fast-growing online advertising market. As part of that strategy, we made a deliberate, disciplined decision to make investments that would generate greater long-term value for stockholders.

We started from a great place. Yahoo! is clearly a one-of-a-kind asset. We’re a leader in search, a pioneer in mobile advertising, and the clear leader in display advertising — where we see the greatest growth opportunity in online advertising. With more than 500 million monthly users worldwide, many best-in-class technology platforms, and strategically unique Asian assets, we are well-positioned to capture growth in an online advertising market that is projected to grow from approximately $40 billion in 2007 to approximately $75 billion in 2010.

The key is the knowledge and experience to execute with this unique asset. We believe that successfully executing on our strategy of being the “starting point” for the most consumers on the Internet and the “must buy” for advertisers will enable us to generate double-digit growth in operating cash flow and will lead to improved stockholder returns.

Our recent financial results, coupled with a number of strategic acquisitions and a string of significant product rollouts demonstrate that we are executing on our strategy:

– We’re continuing to see benefits from last year’s rollout of Panama, our new search monetization platform that is helping to close the monetization gap.

– Our acquisitions of Right Media, BlueLithium, Zimbra, and Maven Networks have all helped advance our core strategies.

– We are winning new business partners and expanding relationships with existing partners — WPP, Wal-Mart, CBS, and more than 770 newspapers now in our newspaper publisher consortium.

– Soon, we will roll out our new advertising management platform — AMP! from Yahoo! – that will enable us to offer advertisers and publishers an extraordinarily simple, seamless way to market over the Internet, helping us further our goal of becoming the “must buy” for online advertising.

Our Board Is Committed To Maximizing Stockholder Value.

Our board carefully evaluated Microsoft’s original offer and determined that it substantially undervalued our company and was not in the best interests of our stockholders. Over the ensuing months, we engaged in serious discussions with Microsoft, including numerous face-to-face meetings, some of which included one or more of our independent directors. During this period, our board was fully engaged, meeting more than twenty times to review the status of the discussions with Microsoft and to consider other available alternatives to maximize stockholder value. At all times, our board and management have made clear that they have been open to entering into any transaction, including a sale to Microsoft if it valued the company fairly and offered our stockholders certainty that they would receive that value, an important consideration given the likely lengthy regulatory review process before a deal would be approved.

Our board also explored and continues to explore a variety of other ways to maximize stockholder value.

Carl Icahn Has No Credible Plan To Create Value.

Mr. Icahn’s only plan for Yahoo!, if his slate is elected, is to hope that Microsoft — which withdrew its acquisition proposal more than a month ago and has since publicly reaffirmed that it is not now interested in a full acquisition — can be persuaded to come back to the table and agree to acquire our company. But this is not a strategy.

In our opinion, Mr. Icahn and his slate are not the right individuals to guide Yahoo! as a standalone company.

Our current board has the independence, the experience, the knowledge, and the commitment to navigate the company through the rapidly-changing Internet environment, execute on our initiatives to capitalize on the fast-growing online advertising market and to deliver value for Yahoo! and its stockholders.

The future of Yahoo! and the value of your investment are in your hands. We ask you to vote for your highly qualified and dedicated directors today. If you have questions about voting your WHITE proxy card, please call MacKenzie Partners, Inc. Toll-Free at (800) 322-2885.

Thank you for your support.

Roy Bostock Jerry Yang
Chairman of the Board Chief Executive Officer

Microhoo bid raised aloft; Google-Yahoo Kool-Aid quaffed. “No Mas” cried Ballmer’s Microsoft.

Yahoo drank the Google paid search Kool-Aid to fight off Microsoft, leading the Redmond giant to retract its higher bid to acquire the Sunnyvale search engine. Microsoft reportedly offered $33 a share, and Yahoo held fast at $37 a share. That was too rich for Steve Ballmer’s blood. The prospect of Yahoo outsourcing its paid search to Google was also too much for Ballmer to stomach.

So Microsoft walked. In a letter to Jerry Yang (full text below), Steve Ballmer cited Yahoo’s intention to outsource search as the primary reason he decided to scotch the deal.

Of course that doesn’t mean enraged Yahoo! shareholders won’t sue Yahoo.

Ballmer wrote, “I hereby formally withdraw Microsoft’s proposal to acquire Yahoo!.”

Here’s why, according to Microsoft’s business logic:

Advertisers would use Google rather than Yahoo! Panama to manage paid search, fragmenting not only PPC but display advertising and the Yahoo! advertising ecosystem.
Yahoo then wouldn’t be able to retain talented engineers working on advertising systems - engineers whom Ballmer considers a key aspect of Yahoo’s attractiveness.

The decision would also create a morass of regulatory and legal problems that no acquirer - especially Microsoft - would want to slog through. Ballmer believes search market share of the combined Yahooo-Google deal would reduce competition and advertiser choice.

Ballmer took the argument one step further, stating the deal would “effectively enable Google to set the prices for key search terms on both their and (Yahoo!) search platforms and, in the process, raise prices charged to advertisers on Yahoo.

While it would be hard to prove a keyword-auction would enable Google or any search engine to “set prices,” the deal would increase keyword prices based on Google’s ability to monetize inventory more efficiently.

Yahoo responded by promising (again) to maximize shareholder value and pursue strategic opportunities. Yahoo still maintains Microsoft undervalued the company.

Yahoo! banged the drum (again) about:

“– a refined strategic focus to drive enhanced volume and yield;

– reorganized to focus its efforts on its most promising products and services;

– invested in innovations designed to revolutionize display advertising and facilitate closing the competitive gap in search; and

– enhanced expense and resource management to support improved profitability.”

As Jerry Seinfeld might have said, “Yadda, Yadda, Yadda, Yahoo.”

Be prepared Monday for Yahoo shares to plummet back to earth. (Full text of Steve Ballmer’s statement after the jump.)

Click to read the rest of this post…

SearchIgnite has released search marketing spend data for Q1 2008 and the news is good for Yahoo, and so-so for Google and Microsoft. Year-over-year, same advertiser spending was up across all engines by 28.5%, but a slowdown in March spending growth is raising concerns for Q2.

Yahoo demonstrated the largest gain with a 57.6% increase in search marketing spend from last Q1. However, since Q1 2007 was a rough one for Yahoo, due to Panama’s delay, those numbers should be examined with caution.

Breaking it down by month, Yahoo saw a 79.2% gain in January, 37.3% gain in February, and 43.9% increase in March.

In quarter-over-quarter numbers, Yahoo’s share of the market grew from 19.6% to 24.2%, while Google dropped from 74.5% to 70.4% and Microsoft dropped from 5.9% to 5.45%.

SearchIgnite tracked over 22 billion impressions and 391 million clicks on Yahoo, Google, and MSN from January 1, 2006 through March 31, 2008 across more than 500 marketers, all of whom are clients of SearchIgnite directly or via its sister company 360i.

Related Reading:
Even for Google, Conversions Matter More Than Clicks
Is Google’s Price Drop A Reflection Of Recent Media Coverage
Search Spend Seems Healthy Despite Slowing Economy

OK, everyone knows the nearly mythological powers of social media to help grow long term site equity. Link building comes to mind immediately to most. Traffic waves can carry motivated visitors who might subscribe to your feed, engage in comment threads, complain about how bad your company sucks, and/or rave about fantastic customer service. It’s all good.

True, leveraging digital assets and hot social channels for long term SEM benefit has now become SEO 101. However your boss or client may need to be convinced that investing in another layer of content management system (CMS), content, and conversational networking WILL in fact yield measurable financial results soon. There is no better way than to set and achieve short term goals for immediate social media cash flow, to get folks excited about the long-term.

Here’s a few ways to get hands plenty dirty and flow cash in the first quarter of your initial social media forays:

1. Social PPC starts with Facebook if your demographic includes 14-26 year olds. Make no mistake; savvy clients are making millions of dollars in the space. Drill down into the Facebook social graph and you’ll find fascinating PPC categories (aimClear has charted about 10,000 preset interest-categories on the USA Facebook PPC social graph.)

   Anything in the pop culture, sports, music, education categories fly really well. Software, games, kissy, and in some cases even an emerging young corporate mindset can work. FB is noisy, applications are really annoying, and sometimes carefully crafted PPC works very sweetly amongst the clutter. Make it go Ka CHING$$$ the first day with landing pages segmented by interest categories (Buzz Pockets) rather than keywords.

2. Other communities have different gateways to insert paid advertising.  StumbleUpon, Digg, MySpace, and LinkedIn have advertising options. Whatever the community there is nearly always some paid method to insert advertising by way of a the site’s own and/or major ad platform partners like Google, MSN and/or Yahoo. Some communities use multiple ad platforms, both internal and third party.
3. 
   Open a door with outbound linking for your boss or client to make a sale right away. You’ll find an abundance of blogging-tips in the SEM trade pubs regarding the incredible value of outbound linking as a PR mechanism. At base, link out to bloggers and corporate sites to benefit your clients and customers. Any marketing department quality enough to warrant your outbound link will soon discover that you did it. Identify 30 authority-writers in your product or service’s space (who don’t directly compete) and ping them with an outbound link on compelling anchor text.

   After linking out to them in properly published content, have your VP send an email to alert your target site’s VP to the link. Tell your sales department that you’ve “made a new friend.” Suggest they invite the friend out for gruyere and Fume Blanch. This tactic is a more aggressive version of linkbaiting and can work really well. A) The social media department softens the target up. B) The sales staff at corporate follows. Case in point, here I invite distinguished CopyBlogger Brian to the table @ SEW Blog. He’ll hear about it in a daily alert. “Hello there” Brian Clark! Use this technique and make a goal of directly associating a SINGLE sale in the first 60 days from which the conversion can be directly attributed at least in part to a social media tactic.

4. Increase conversion on traditional (AdWords/Panama/AdCenter) PPC landing pages by mashing in headlines from feeds of corporate or customer activities. In other words, take the top 3 headlines each from the corporate media and community relations feeds and display them just above or below the conversion goal mechanism you’re trying to get users to bite on. aimClear’s data shows that when PPC landing pages display mashed-in headlines radiating from true community activity, conversion rises in a measurable way. Ka CHING$$$ again!

   BTW, yes it’s certainly OK to moderate what excerpted content is allowed to bubble into PPC landing pages, or any pages for that matter. If you’ve not incited much user generated content yet, prime the pump by originating the mashed-in feed content as “push PR” from a department of your company I.E. like customer support and relations. There’s nearly always good recurrent content available to source somewhere which will prove interesting to potential clients.

Money Talks, BS Walks
Methods to immediately quantify the value of investment in social media are limited only by the creativity of the SEM team. With social PPC and other paid SMO, financial objectives are immediately attainable. If cash matters and you’re used to PPC, the first questions to ask of any potential social value are “what are these folks chattering about” and “What Ad Platforms insert ads into the SMO stream?”

Outbound linking targeted to savvy customers (who monitor their reputation) can be a terrific door-opener. Partner with your sales department and upper level executives to maximize the “overture of friendship” embodied in giving a high quality outbound link.

After priming community activity within your own site’s data flow, mash-in community feed content to traditional PPC landing pages and watch how the authentic nature of the content spurs conversion. Show your boss or client the cash-money early in the game in order to achieve buy-in for long term link, traffic, and community building CMS and content building investments.

Want a snapshot of the day’s search marketing news? Here we’ve collected today’s top news stories posted to the Search Engine Watch Blog, along with search-related headlines from around the Web:

From the SEW Blog:

• Google Defends Security Policy
  Douglas Merrill, Google’s VP Engineering, published an impassioned defense of Google’s security policy.
• Cable Firms Collaborate to Compete with Google
  Executives from the six major cable companies have been gathering at monthly meetings in an attempt to offer national advertisers innovative methods of reaching their customers.
• BoomTown Calls Out TechCrunch: No Google-Digg Buyout
  It seems that Digg’s canoodling with bankers Allen & Co. is more along the lines of delegating the task of handling incoming interest rather than putting a “For Sale” sign up at its San Francisco offices.
• The New Multitaskers: Kids Split Attention Between TV, Internet
  A new study on social networking by Grunwald Associates reveals that kids are no longer glued to the television. Now, while the tube is on, many kids are also splitting their attention between the TV and the Internet.
• Introduction to Search Engine Marketing at SES New York 2008
  It’s hard to provide “a clear and concise overview of the key concepts involved in Search Engine Marketing” when half of them have changed significantly since last year.
• Panama or AdCenter? Microsoft Has Already Decided
  If its proposed acquisition of Yahoo goes through, don’t expect Microsoft to rush to integrate Yahoo’s technology into its platform.
• CAPTCHA Systems are Under Attack
  Should spammers ever succeed in breaking through CAPTCHA, a lot of social media web sites and blogs are going to have a big, big problem. Now, Virtual Blight reports that this is on the verge of happening.
• Best Web Site Traffic: PPC vs. SEO (Search Engine-Optimized) Sites
  How does your PPC traffic compare to natural search traffic and direct navigation? A study by Engine Ready finds that that type-in traffic is the highest converting and “most valuable” traffic.
• SEW Experts: Every Picture Tells a Story: Non-text Contextual Ads
  Like contextual text ads, image ads must distract the user and sell a product quickly.
• Jason Calacanis TechCrunched in Techmeme: Deathmatch at SES New York
  Duncan Riley of TechCrunch fame bodyslammed Jason after his Calacanis.com post on how to run a startup.

Click to read the rest of this post…

If its proposed acquisition of Yahoo goes through, don’t expect Microsoft to rush to integrate Yahoo’s technology into its platform.

In an interview with the Financial Times, Microsoft’s Chief Software Architect Ray Ozzie said that Microsoft will proceed carefully with any kind of integration, due to both technology and culture differences between the companies.

This comes on the heels of Microsoft’s declarations of its intentions to catch Google in the search and online advertising game. While the $41.6 billion takeover of Yahoo is a core element of increasing its search market share, the company will also be rolling out more internet services aimed at complement existing traditional software.

Yahoo has been resisting Microsoft’s courtship. Last week, the search engine was talking to AOL about a possible merger, though many saw the talks as simply a delaying tactic.

According to Michael Arrington at TechCrunch, today’s the day Yahoo’s board will make a decision on how to proceed with Microsoft’s takeover bid:

“There are only two options left. Accept the offer in principal, and try to increase the price with no negotiating leverage at all, or do a deal with Google to outsource search advertising and, likely, search itself.

The board, we’ve heard, is basically being told by outside advisors to take the Microsoft deal. But we’ve also heard that a contingent of senior executives at Yahoo, who are willing to do literally anything to thwart a Microsoft takeover, are pushing for the Google deal and will present their case at the meeting.”

One concern of Yahoos may be losing the company’s identity and being assimilated by Microsoft. In an effort to assuage those fears, Microsoft CEO Steve Ballmer gave empty reassurances in an interview with Business Week. “Yahoo, the brand, will live,” Ballmer said. He didn’t elaborate on that, of course, so it could be anything from Microsoft’s premier online brand to a token start page (think Netscape).

Yahoo’s Panama platform will not likely be as lucky, if Tarek Najm, adCenter’s general manager, has anything to say about it. He told Business Week there was nothing he liked about Panama that he would want in adCenter: “We’re the leaders in technology,” Najm says. “Ours is better.”