Yahoo Chairman Is Stepping Down

Mr. Amoroso, 63, is giving up the chairmanship immediately, prompting Yahoo to appoint another director, Maynard Webb Jr., to handle the duties on an interim basis.

Yahoo indicated it would not add another director after Mr. Amoroso departs, leaving the Internet company with 10 directors. Mr. Amoroso said in statement that he only intended to serve as chairman for a year.

Mr. Amoroso and Mr. Webb joined Yahoo’s board 14 months ago when four longtime directors stepped down under shareholder pressure. Yahoo’s co-founder, Jerry Yang, started the exodus when he left the board a month earlier. Finally, late last year, Intuit’s chief executive, Brad D. Smith and the Weather Channel’s chief executive, David Kenny, stepped down.

A former accounting executive, Sue James, is now Yahoo’s longest-serving director. She came on board three years ago. The other directors, including Yahoo’s chief executive, Marissa Mayer, have been appointed since February 2012.

The rapid turnover probably suits Ms. Mayer, who has been trying to infuse Yahoo with new talent and ideas since she defected from a longtime job at Google to tackle the challenge of turning around one of the Internet’s best-known companies.

Although Yahoo’s Web site remains one of the Internet’s top destinations, Web surfers had been visiting less frequently and staying for shorter periods. That problem has made it more difficult for Yahoo to sell the online advertising that generates most of its revenue.

Until a slight increase last year, Yahoo’s revenue had been steadily declining since 2008 while rivals such as Google and Facebook reveled in robust growth. Yahoo’s lack of growth exasperated Yahoo shareholders, and led to a reshaping of the board in which the hedge fund manager Daniel S. Loeb won a board seat, along with two allies, Harry Wilson, a turnaround specialist, and Michael J. Wolf, an MTV executive.

Mr. Amoroso became Yahoo’s chairman 11 months ago after the company parted with former chief executive Scott Thompson, over a fabricated academic degree. Ms. Mayer was then hired.

HP Chairman Lane Resigns, Whitworth Takes Over for Now

Two other directors left as HP, which has gone through several board upheavals in the past decade, said director and activist investor Ralph Whitworth will serve as interim chairman until Lane's replacement is found.

HP is also seeking two to three new board members, the company said on Thursday.

The changes come weeks after Lane, a Kleiner Perkins managing partner who will remain an HP director, narrowly won reelection at HP's annual shareholders' meeting with less than 60 percent of voting shares compared with 96 percent a year ago.

Two other directors who kept their seats with narrow margins, G. Kennedy Thompson and John Hammergren, will leave the board, and the company will look for two to three new, independent replacements.

Lane is one of the most prominent casualties of an acquisition that has incensed investors, who have criticized the company for paying $11 billion for Autonomy and for failing to conduct proper due diligence. HP eventually took a multi-billion dollar writedown on the asset's value.

"After reflecting on the stockholder vote last month, I've decided to step down as executive chairman to reduce any distraction from HP's ongoing turnaround," Lane said in statement. "Since I joined HP's board a little over two years ago, I've been committed to board evolution to ensure our turnaround and future success."

The Autonomy deal capped a tumultuous decade for the company that included the "pretexting" scandal of 2006, which led to the resignation of then-Chairwoman Patricia Dunn.

Four directors left HP in early 2011 following the ouster of former CEO Mark Hurd in 2010. In late 2011 Whitworth joined the board and director Whitman became CEO.

Whitworth, who runs activist hedge fund Relational Investors LLC, had said at HP annual shareholders' meeting in March to prepare for an "evolution" of the board.

SHAREHOLDERS WIN

Influential proxy firms ISS and Glass Lewis had recommended that investors vote against a roster of directors at HP.

"The Board needs to embrace long-term shareholders in the selection of directors who can restore confidence in the audit process, lend the necessary skepticism to quick-fix acquisitions, and bring experience that can help HP nurture its workplace culture of innovation," shareholder CtW Investment Group said in a statement.

Hammergren and Thompson - who received 54 percent and 55 percent of shareholder votes, respectively - will exit after a board meeting scheduled for May, HP said.

Another director, Rajiv Gupta, will remain on the board but will no longer be a lead independent director. He will replace Thompson as chairman of audit committee.

The upheaval comes as HP and CEO Meg Whitman are undertaking a multi-year turnaround to stimulate growth at the company, which was once synonymous with Silicon Valley but has since stagnated as its personal computer and printer business declined.

She has asked investors to be patient while the company undertakes layoffs and cost cuts and expands into areas with longer-term potential, such as enterprise computing services.

HP shares fell to $22.10 in after-hours trade, from their close of $22.30 on the New York Stock Exchange on Thursday.

(Reporting by Edwin Chan; Editing by Gary Hill and Richard Chang)

H.P. Chairman Steps Down as 2 Resign From Board

The move may give Meg Whitman, H.P.’s chief executive, a little more breathing room in her long and painful effort to turn the technology giant around. H.P. is one of the biggest technology companies in terms of sales, but for years it has been marked with financial losses, bungled acquisitions, and turbulence in the executive ranks and boardroom.

Ms. Whitman, who took over in September 2011, has said H.P. will return to modest profitability in 2014 and have robust growth in the years after.

“The pressure is on Meg,” said Toni Sacconaghi, an analyst with Bernstein Research. But, he said, a housecleaning of the board “bought her a year.”

Mr. Lane, who will continue to serve on the board, will be temporarily succeeded by Ralph Whitworth, an activist shareholder who joined the H.P. board in November 2011. He has been a champion of Ms. Whitman.

No successors for the departing board members — John H. Hammergren and G. Kennedy Thompson — were immediately named. The two, who barely survived re-election to the board at a meeting in late March, are expected to serve until May.

During the shareholders meeting, Mr. Whitworth took the unusual step of indicating, while voting for directors was under way, that some board members would soon step down.

“All boards should evolve, certainly when they’ve had the recent past this one does,” he said. “You can expect some evolution of the board over the coming years — months, maybe.”

It is not clear whether this comment swayed some votes toward Mr. Hammergren and Mr. Thompson, two of the longest-serving board members. Mr. Hammergren received 54 percent of the vote and Mr. Thompson 55 percent. Mr. Lane was re-elected with 59 percent of all votes cast. Other board members had majorities of over 90 percent.

“Having under 60 percent is not a vote of confidence,” Mr. Sacconaghi said. “They worked hard to secure support, and in the end they barely got a majority for these three people. It reflected the sins of the past.”

Mr. Lane said the vote was a major reason he was stepping down.

“After reflecting on the stockholder vote last month, I’ve decided to step down as executive chairman to reduce any distraction from H.P.’s ongoing turnaround,” he said in a statement issued on Thursday by H.P.

In the same statement, Mr. Whitworth said Ms. Whitman “is leading a herculean turnaround, so most of all, we must build and maintain the best possible leadership structure for Meg and H.P.’s entire team to succeed.”

Mr. Lane and the other two board members were publicly criticized for their oversight of H.P., including a spectacularly expensive acquisition that later failed, both before and after the shareholder vote. On Thursday, their critics were quick to praise their resignations.

“Directors must be willing to ask tough questions, challenge assumptions and have the capacity to walk away from a deal that is unlikely to add value for shareholders,” said ISS, a proxy advisory firm that opposed Mr. Lane. “That clearly didn’t happen at H.P., and shareholders hold Mr. Lane accountable for that failure.”

The New York City comptroller, John C. Liu, another critic of the company, said in a statement, “H.P.’s board got the message.” He added, “This a good day for H.P., its board and its share owners.” The New York City pension fund has over $100 million in H.P. stock.

Mr. Hammergren, who as chief executive of the McKesson Corporation is one of the highest-paid chief executives in the United States, has served on H.P.’s board since 2005. He was on the board while it was at the center of a scandal involving spying on journalists, board members and employees, and during the 2010 resignation of Mark Hurd as chief executive after he admitted to improper relations with a contract employee.

Mr. Hurd’s successor, Léo Apotheker, lasted less than a year. He was hired without meeting or speaking with most members of the board. As chief, he agreed to pay $11.1 billion for Autonomy, a British software company and mused publicly about whether to sell H.P.’s personal computer business. He was succeeded by Ms. Whitman a month after those actions.

Late last year, H.P. took a more than $8 billion accounting charge in conjunction with the Autonomy purchase. It contended that it had been misled about the health of the company.

Mr. Thompson, a principal of Aquiline Capital Partners and a former chairman of Wachovia, joined the H.P. board in 2006, after the spying scandal. Mr. Lane, a former president of Oracle and a venture capitalist at Kleiner Perkins, joined the H.P. board in 2010. He was a vocal supporter of Mr. Apotheker.

Genachowski Announces Resignation as F.C.C. Chairman

The resignation on Friday of Julius Genachowski after four years as chairman of the Federal Communications Commission again raises a thorny issue for President Obama: whether it will be possible to get the F.C.C. or Congress to help him fulfill a campaign promise to guarantee that the Internet remains free and open to businesses and users.

Mr. Genachowski, who said on Friday that he would leave the commission “in the near future,” pushed it in the direction of embracing rules against discrimination by Internet service providers in what content they carry or how fast they transmit it, an issue known as net neutrality.

But he has faced opposition on that front from the federal courts and some telecommunications companies, while consumer advocates have complained that Mr. Genachowski was not bold enough in his efforts.

A law school friend of Mr. Obama and an investor in technology and telecommunication start-ups before coming to the F.C.C., Mr. Genachowski set ambitious goals during his tenure and accomplished some of them, including expanding broadband Internet service and beginning to free up additional airwaves for sale to mobile phone companies.

He also successfully opposed the proposed merger of AT&T and T-Mobile, a move that he said “revitalized competition” and “led to more spectrum and more capital” for the wireless industry. But his commission also approved the purchase of NBC Universal by Comcast, angering many consumer groups.

Mr. Genachowski announced no immediate plans, although people close to him said it was more likely he would move to a Washington research institute rather than to a telecommunications company or an industry trade group.

Thanking Mr. Genachowski for his service, Mr. Obama said he “has brought to the Federal Communications Commission a clear focus on spurring innovation, helping our businesses compete in a global economy and helping our country attract the industries and jobs of tomorrow.”

“Because of his leadership,” Mr. Obama added, “we have expanded high-speed Internet access, fueled growth in the mobile sector, and continued to protect the open Internet as a platform for entrepreneurship and free speech.”

No one has emerged as a favorite for the chairmanship, although people in the industry have been talking about Tom Wheeler, a venture capitalist and former head of the wireless and cable industry trade groups, as a possible successor. Other possibilities include two previous Obama appointees: Karen Kornbluh, a former Senate aide to Mr. Obama who is now ambassador to the Organization for Economic Cooperation and Development, and Lawrence E. Strickling, an assistant Commerce Department secretary who oversees the National Telecommunications and Information Administration.

The F.C.C. has never had a female at its head; that has led some people to expect that Mr. Obama will name Mignon Clyburn, the Democratic commissioner with the most seniority, as interim chairwoman. A White House spokeswoman declined to comment on a possible successor.

Mr. Genachowski oversaw the commission during a period of rapid change in technology, characterized by the explosion of smartphones and an increase in the speed of wireless and broadband Internet connections.

He also leaves a number of his highest priorities unfinished, if well under way, at the F.C.C. The agency is in the process of drawing up an ambitious plan to make additional high-value airwaves, or spectrum, available for sale to mobile phone companies for use in wireless broadband Internet service.

The plan hinges on the F.C.C.’s ability to get television broadcasters to voluntarily give up some of their airwaves in exchange for receiving some portion of the sale proceeds, a process known as an incentive auction.

Most broadcasters have strongly resisted that plan and an associated proposal to move stations that do not give up their airways to other frequencies on the electromagnetic spectrum. That process, known as repacking, would also vacate bands of airwaves by allowing television broadcast signals to be packed closer together.

The F.C.C. is currently reviewing public and industry comments on its plans for the incentive auction, which it hopes to conduct in 2014. Finalization of those plans will almost certainly await a new chairman, however.

The Internet has thrived over the last four years; technology and telecommunications is one sector of the economy that the recession that began in 2007 left unscathed.