The leadership at Yahoo thinks it can ward off a challenge from activist shareholder Daniel Loeb of Third Point, by aggressively courting three new board members to replace the five that are leaving.

The internet giant has already filled two of the five open slots, but now the company is scrambling to bring on the final three, at the face of increasing proxy pressure from Third Point. Still, according to several sources, Yahoo CEO Scott Thompson has said that the threat from Third Point, which own 6% of the company, is not as substantial as some might think.

Yahoo’s headhunting firm Heidrick & Struggles has been reaching out to some high-profile media executives about joining the company’s board, who include former News Corp executives Peter Chemin and Tony Vinciquerra, and former MTV boss Judy McGrath.

Sources indicate that Chemin and Vinciquerra have already turned down their offers, amidst a potential proxy battle and other changes taking place.

Loeb, known for writing public letters concerning his disapproval of fellow financial executives, has submitted a preliminary proxy filing with the Securities and Exchange Commission, to make a case that Yahoo should add his own people from his Third Point hedge fund to the board, including former NBC head Jeff Zucker. Loeb’s filing came after discussions with Thompson went nowhere, to make Third Point’s board selections public.

If Yahoo names new directors, this would be an affront to Loeb and Third Point, which might lead to a ground battle for investor votes.