By Eric Auchard and Michele Gershberg

SAN FRANCISCO/NEW YORK (Reuters) - Yahoo Inc on Tuesday set its annual shareholder meeting on for August 1 in the heart of Silicon Valley, as it braced for a showdown with billionaire activist investor Carl Icahn, who is mounting a proxy fight for control of Yahoo.


Earlier, The Wall Street Journal reported that Icahn would seek to remove Jerry Yang as Yahoo chief executive, citing the company's failure, so far, to reach a merger or partnership deal with Microsoft Corp.

Icahn had proposed an alternate slate of directors for Yahoo's board, but, until now, had not directly targeted Yang over the breakdown in talks a month ago in Microsoft's merger offer, then valued at about $47.5 billion.

"It's no longer a mystery to me why Microsoft's offer isn't around," the Journal quoted Icahn as saying.

"How can Yahoo keep saying they're willing to negotiate and sell the company on the one hand, while at the same time they're completely sabotaging the process without telling anyone?"

Icahn was not available to confirm the remarks.

The Sunnyvale, California-based company fired back in a statement: "Yahoo's board of directors, including Jerry Yang, has been crystal clear that it would consider any proposal by Microsoft that was in the best interests of its shareholders."

Yahoo noted it has held extensive talks with Microsoft for the last several months, culminating in Microsoft's decision not to pursue a deal. "Mr. Icahn's assertions ignore this clear factual record."

Icahn cited details from court documents related to a shareholder suit that were unsealed on Monday.

The documents showed how Yahoo had taken steps to rebuff a Microsoft takeover bid months before the software maker made its offer public on February 1.

The lawsuit argued that Yahoo had taken aggressive steps to block a deal, including the adoption of a costly plan to retain employees, leading up to a breakdown in talks with Microsoft.

Microsoft said it had no comment on Icahn's actions.

The two companies are in contact with each other but have nothing to announce at this time, a Microsoft spokesman said.

'THE HOKEY POKEY' DANCE

Stanford Law School Professor Joseph Grundfest, who is co-director of the university's Rock Center for Corporate Governance, said many of the maneuvers Yahoo and Microsoft have made so far represent textbook merger strategies.

"This is almost the traditional M&A hokey pokey: There are a set of steps that are entirely predictable," said Grundfest, a former Securities and Exchange Commissioner.

But he said the possibility of side-deals short of a merger between Microsoft and Yahoo, the emergence of Google as a potential alternate partner for Yahoo and deal spoiler for Microsoft, and the entry of corporate raider Icahn, have combined to create "almost a unique form of the hokey pokey."

Last week, News Corp Chief Executive Rupert Murdoch dismissed Icahn's role in the Microsoft-Yahoo tangle as a distraction. Speaking at "D: All Things Digital" conference in Southern California, he said Icahn was "not serious."

"Look, he wants to make himself a few hundred million dollars," Murdoch said. "For Microsoft it is helpful noise. If I were Yahoo, I wouldn't worry about it."

Murdoch said his own interest in doing a deal, either with Yahoo or Microsoft and involving his MySpace unit, waned after talks in the past year with both on various partnerships.

He said he was "mystified" by Yahoo's response to Microsoft's offer but said he thought Microsoft would eventually reach a deal with Yahoo.

The Journal said Yahoo's board was due to meet on Tuesday.

Yahoo also said in a regulatory filing that it had rescheduled its annual meeting for August 1 from its original date of July 3. The event will take place at The Fairmont hotel in downtown San Jose, which features a 1,000-person ballroom.

Icahn amassed 10 million Yahoo shares and options to buy another 49 million, according to a securities filing last month. Tuesday, June 3rd, was the closing date for shareholders of record to be eligible to vote at Yahoo's annual meeting.

Yahoo shares were off 11 cents at $26.29 in extended trade after the Nasdaq close.

(Additional reporting by Daisuke Wakabayashi in Seattle; editing by Phil Berlowitz/Ted Kerr/Braden Reddall)

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