Microsoft dodged and weaved but never stepped up to conclude the takeover deal it initiated January 31, Chairman Roy Bostock said Friday at Yahoo’s annual shareholder meeting.

“In a deal this complex, the non-deal terms are absolutely critical,” he said, and when Yahoo’s board sought additional information on issues like regulatory clearance, Microsoft “never significantly engaged.”

Mr. Bostock, apparently seeking to refute suggestions that founder and Chief Executive Jerry Yang had sabotaged the takeover, also stressed that the board of directors maintained control over the negotiations.

“We called the shots,” he said.

When the board decided to treat a $2 per share increase in the takeover offer to $33 as a “real proposal”--even though it was conveyed in an offhand comment by a Microsoft executive—the Redmond, Washington, software company halted negotiations, Mr. Bostock said.

Mr. Bostock also said he would remain in his post despite the suggestion by Eric Jackson of Ironfire Capital, an investor who mounted a YouTube campaign to oust management, that he step down if investors withheld sufficient votes.

Mr. Bostock said the board was looking forward to the participation of Carl Icahn, the activist investor who mounted a proxy fight against the incumbent board.

When it became clear that he would not be able to dislodge a majority on the board, Mr. Icahn negotiated a deal with Yahoo to give directorships to the billionaire investor and two allies.

Carl is a “good guy” despite some negative press reports, Mr. Bostock said.

The shareholder meeting, webcast from San Jose, California, also was marked by numerous questions about Yahoo’s human-rights policy. The company has come under fire for divulging information to the Chinese government that identified democracy advocates.