Yahoo has announced the appointment of three independent directors: John D. Hayes, chief marketing officer of American Express; Peter Liguori, former chief operating officer of Discovery Communications; and Thomas J. McInerney, the outgoing chief financial officer of IAC/InterActiveCorp.
The three will begin on 5 April, although hedge fund investor Daniel Loeb has criticised the strategy.
Loeb's hedge fund Third Point, which has a 5.8% stake in Yahoo, put forward put forward suggests of four members it wanted to join the board.
Yahoo said its board had offered to propose Harry Wilson, one of Third Point's four nominees, and a second person mutually acceptable to both Yahoo and Third Point - outside of its three other nominees - to join the board in order to avoid a proxy fight, although Yahoo has said that Loeb rejected this offer.
The company said: "The board believed that there is value in avoiding the cost and distraction that inevitably accompanies a proxy fight, and determined that this proposal was in the best interest of all of its shareholders to avoid that expenditure of resources.”
It added that that appointing Loeb to the board is ‘not in the best interest of the company and its shareholders’.
Third Point said it had made several suggestions which were all rejected by Yahoo, adding that this is a "time-consuming and distracting proxy contest that the company can ill-afford.
"Since the board has left us with no choice but to take our case directly to our fellow shareholders, Third Point intends to move forward with a proxy contest.”