Yahoo drops acquisition proxy: Deal timelines, golden parachutes

• In a lengthy acquisition proxy filed tonight, tied to its eventual $4.83B deal to be acquired by Verizon (VZ -3.3%), Yahoo (YHOO -3.3%) revealed that as many as 51 parties expressed initial interest in buying the company after Feb. 19, a number that whittled down to 32 signing confidentiality agreements, then 19 in early April and 14 by April 18.
• The filing also provides voluminous details of discussions around an (unconsummated) deal between Yahoo, Yahoo Japan and Alibaba.
• As forecast, what's left after the Verizon sale ("RemainCo") will be only cash and marketable securities, shares in Alibaba, shares in Yahoo Japan, other minority equity investments, and IP assets held in Excalibur. It will be an investment company with a new ticker.
• Yahoo would owe a $144.8M termination fee if it bolts for a "superior proposal."
• Along with authorizing the sale to Verizon, shareholders will be asked to consider a nonbinding advisory proposal to approve compensation payable to Yahoo execs -- and "certain directors and executive officers of Yahoo have interests in the Sale Transaction that may be different from or in addition to the interests of Yahoo stockholders generally."
• In particular, Yahoo restricted stock units held by those employees who would be heading to Verizon would be replaced with cash-settled Verizon RSU awards. CEO Marissa Mayer has $86.4M in Yahoo stock options and RSU awards outstanding; CFO Ken Goldman has $27.1M; Chief Revenue Officer Lisa Utzschneider $21.8M; General Counsel Ronald Bell $16.2M. Co-founder and "Chief Yahoo" David Filo cashed out.
• Golden parachutes tied to the sale, for named execs: Mayer, $44M; Goldman, $12.2M; Utzschneider, $20.5M; Bell, $12.4M; Filo, $65,742.
• After hours: VZ -0.2% ; YHOO -0.4%.