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Yahoo's annual shareholder meeting in August should be a fiery one. The company filed a presentation today imploring stockholders to support Yahoo's Board of Director nominees. As has been the pattern for communication between Yahoo executives and Carl Icahn, the presentation is blunt and clear in how CEO Jerry Yang and company feel about Icahn's proposals.

They might as well have written, "Tell Carl to eff off, will ya?"

Yahoo's plea also takes on the tone that Icahn's plan lacks heart and faith in Yahoo's ideals and future; Ichan's desired coup is based solely on selling off the company, his historical MO, to Microsoft, which has been, at best flirtatious, and at worst self-serving.

Microsoft's latest proposal included buying up only Yahoo's search property, rather than a full acquisition, a proposal Yang and Yahoo executives feel isn't beneficial to Yahoo in any way. Yahoo plans to leverage Google's help in the eventual convergence of search and display advertising.

That's interesting in light of recent theories.

"Despite all the challenges we've been through," said Yang, "including Microsoft's unsolicited proposal and now a proxy contest by Carl Icahn, Yahoo! remains a unique value proposition. Our ubiquitous brand name, top-ranked online properties and deep talent pool have enabled us to continue to drive our 'starting points' and 'must buy' strategies. The combination of our leading positions in search and display together with the benefits expected from our recently-signed agreement with Google make us exceptionally well-positioned to capitalize on the convergence of search and display."

The presentation emphasizes how often Microsoft has withdrawn or changed its interest. "Microsoft unequivocally stated that it had no intention of making a full company acquisition and clarified on June 8 that it would not do so even at the price range it had previously suggested."

Despite that, Yahoo had shown a willingness to deal with Microsoft, but the Beast of Redmond had failed to pick up the phone, causing Yahoo executives to doubt Microsoft's sincerity. Microsoft's proposal to create a hybrid search property "makes no sense for the Company, financially or strategically."

Microsoft's proposal meant no change in cash flow, and would have left Yahoo dependent on Microsoft to monetize search results and compete with Google, which Microsoft has not shown an ability to do. That last one was a pretty hard shot, and followed Yahoo's belief that Microsoft's estimates for Yahoo's cost savings were "unrealistic."

The agreement with Google, by contrast, is expected to generate up to $450 million in cash flow for Yahoo while providing the company with the flexibility to innovate in search or deal with Microsoft again in the future—you know, if Microsoft ever gets its stuff together and makes a reasonable offer.

Yahoo called Icahn's plan, then, to sell to Microsoft "ill-defined," especially since Microsoft has pussyfooted around so much. Icahn's demands, the company argues, are either "moot or would jeopardize the Company's ability to execute on its strategic plan."