There's a big board battle brewing at Uber

FILE PHOTO - Uber CEO Travis Kalanick speaks to students during an interaction at the Indian Institute of Technology (IIT) campus in Mumbai, India, January 19, 2016. REUTERS/Danish Siddiqui/File photo

There's a new battle brewing in the ongoing war for control at Uber as the company prepares to reset itself after appointing a new CEO.

On Friday night, former CEO Travis Kalanick surprised the company by appointing two new members to the board, apparently without notifying the company and other board members. An Uber spokesperson told Business Insider the move was "a complete surprise."

Kalanick's appointments came ahead of the board's meetings to consider new rules of governance for the company that would change shareholder voting rights and potentially the structure of the board.

In a statement to Business Insider Friday night, Kalanick basically admitted his surprise appointments were designed to get in front of the proposed changes to the board structure. Kalanick had power over those two empty seats, and he appointed Xerox chairwoman Ursula Burns and former Merrill Lynch CEO John Thain.

"I am appointing these seats now in light of a recent Board proposal to dramatically restructure the Board and significantly alter the company’s voting rights," Kalanick said in his statement. "It is therefore essential that the full Board be in place for proper deliberation to occur, especially with such experienced board members as Ursula and John."

Recode's Kara Swisher and Theodore Schleifer reported more details on the proposals that the board is considering next week. Some of the changes could reduce the voting power Kalanick and other shareholders have. According to Recode, some of the options on the table include:

  • Removing special voting power of some shareholders like Kalanick and the VC firm and early Uber investor Benchmark.
  • Kalanick would lose one of the three board seats he controls, and a representative from SoftBank, which is considering a major investment in Uber, would get the seat instead.
  • Kalanick would be able to appoint someone to the third board seat he controls, but with restrictions attached, like approval from Uber's new CEO Dara Khosrowshahi. The seat must also be filled by a c-suite executive from a Fortune 100 company.

Obviously, most of these new proposals would limit Kalanick's power on the board, which could explain why he decided to appoint members to the empty board seats he controls without any warning. Recode's report says some of these proposals will be considered by the Uber board on Tuesday. 

SEE ALSO: Kalanick appoints two new Uber board members in a surprise move

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