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In the backdrop of proxy fight, Yahoo chairman Jerry Yang sent an email to all employees describing company strategy, mechanics of a proxy contest and what to expect.

Billionaire investor Carl Icahn has stepped up efforts to overthrow Yahoo board and has exchanged several rounds of proxy fight letters over the past few days.

In April, Intology.com described in detail about hostile take over and proxy fight. Following is the email Yang sent to all employees:

To: Yahoo global staff
From: jerry
Subject: proxy contest update

yahoos,

over the last few weeks, i’m sure you’ve read a lot about a potential proxy contest leading up to our august 1, 2008 annual meeting of stockholders. the proxy contest has now begun.

so what is a proxy contest?

a proxy contest happens when one or more stockholders proposes nominees for the board of directors other than the nominees proposed by the company.

and as you know, carl icahn has also announced his intention to nominate an alternate slate of directors for election to our board.

in a proxy contest, it is typical for a variety of positive and negative statements to be made about a company’s board and management. we expect these kinds of statements about yahoo! to intensify in the weeks ahead. we intend to respond to statements that we believe are unfair or misleading, and we did so with the press releases we issued this week.

what should you expect in the coming weeks?

we have already filed our proxy statement with the SEC, which includes the board’s nominees for election as directors and the other matters to be voted on at the annual meeting. next, we’ll mail our proxy statement to all stockholders as soon as it’s cleared by the SEC . in our proxy statement, our board unanimously recommends that all stockholders vote for all of yahoo!’s board of director nominees.

we believe the yahoo! board has the independence, knowledge and commitment to navigate the company through the rapidly changing internet environment and to deliver value for yahoo! and its stockholders. as we’ve said repeatedly, the entire yahoo! board is fully committed to doing what is in our stockholders’ best interests. as yahoos, it’s more important than ever that we put aside the rhetoric and continue to focus on strategic objectives and our efforts to maximize stockholder value. i want to thank all of you for your continued hard work and dedication through this distracting time. you are our most valued asset.

please remember that there are certain requirements that apply to communications during a proxy contest, but we’ll do our best to keep you as informed as possible.

jerry