Two proxy consulting firms, Proxy Governance Inc. and Institutional Shareholder Services, said that Yahoo! (NASDAQ: YHOO) shareholders should withhold support for members of the company's compensation committee. They reason that Terry Semel was paid too much. By their calculations, which includes stock grants and bonuses, Semel made $107.5 million. Nice work, if you can find it.

Based on studies of "peer group" companies, which would include Microsoft (NASDAQ: MSFT) and Google (NASDAQ: GOOG), Semel's pay is 926% above the mean compensation.

Mr. Semel has already proven that he can be ham-handed with Wall Street. He was enthusiastic about first half 2007 earnings. The first quarter was poor and forecasts for the second were disappointing. The only action keeping the stock up would appear to be rumors of a bid for the company from Microsoft.

Semel has also missed out on the chance to buy DoubleClick and Feedburner, two companies that could have added to Yahoo!'s marketing arsenal. Google ending up the winner in bidding for both companies.

Yahoo!'s net income in the first quarter was $124 million, almost as much as Mr. Semel made in the previous year.

Douglas A. McIntyre is a partner at 24/7 Wall St.

Perhaps 2007 is the year of shareholder activism, but if the resolutions passed by stockholders are not binding, why bother? And, that being said, it certainly is not much of a revolution.

Verizon Communications Inc. (NYSE: VZ) was the latest company to report that its shareholders had passed a proposal to give them a say in executive compensation. It took two weeks to count all of the votes and the proposal made it by with a thin 50.18% margin. It could have been 99.9%. The resolution is not binding on the board or management in any way.

Verizon was good enough to say that it will review the resolution and "consider what actions to take." Which means that the company will do exactly nothing.

The proposal had some energetic supporters, including both of the large proxy advisory firms Institutional Shareholder Services and Glass, Lewis, & Co. A number of Verizon's large institutional shareholders also voted "yes" for the measure. All of that means that some real time and effort went into a vote that is essentially meaningless.

They might as well take the money spent on getting the resolution approved and bet it at the blackjack tables in Vegas.

Douglas A. McIntyre is a partner at 24/7 Wall St.

Private equity firms Formation Capital LLC and JER Partners tried hard for their $1.25 billion offer for Genesis HealthCare Corp. (NASDAQ: GHCI). But Institutional Shareholder Services thought the valuation was too low and that shareholders should reject the offer.

In response, Genesis wrote a letter to shareholders – practically begging them to vote for the deal.

Well, money works better. So, this week, Formation and JER upped their offer from $63.00 to $64.25 per share. That translates to a market value of roughly $1.7 billion (including the assumption of $475 million in debt). It's also the "best and final offer."

Lately, hedge funds have been getting more aggressive on buyout scenarios. By purchasing big positions in the stock, they can exert lots of power on a deal. And that appears to be the case with Genesis.

On the news, the stock price is up $0.22 to $63.34.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.