The agreement, which Yahoo announced Monday, ends an acrimonious battle in which the two sides traded sharp accusations in the wake of the collapse of merger talks between Yahoo and Microsoft.

The agreement brings some level of stability to Yahoo. It makes no changes to its management team, leaving the co-founder, Jerry Yang,as chief executive.

Mr. Icahn had previously vowed to remove Mr. Yang if he succeeded in taking control, but his chances seemed to dim late last week when an influential shareholder said he would back the existing board.

The compromise does not preclude the resumption of talks with Microsoft, which Mr. Icahn has tried to broker.

As part of the agreement, one director, Robert A. Kotick, the chief executive of Activision Blizzard, will step down.

In addition to Mr. Icahn, Yahoo will appoint two new directors after its shareholder meeting on Aug. 1. They will be picked from a list that includes the slate that Mr. Icahn had initially proposed, as well as Jonathan Miller, the former chairman and chief executive of AOL, who is now a partner in Velocity Interactive Group, a technology investment firm.

A person close to Yahoo said Mr. Miller was almost certain to be appointed. His inclusion was suggested by Mr. Yang, and Mr. Icahn agreed to it, the person said.

“We are gratified to have reached this agreement, which serves the best interests of all Yahoo stockholders,” Yahoo’s chairman, Roy J. Bostock, said in the statement. “We look forward to working productively with Carl and the new members of the board on continuing to improve the company’s performance and enhancing stockholder value.”

Mr. Icahn struck a conciliatory note on Monday but said he still thought that Yahoo should consider selling itself or some of its assets. After withdrawing its offer to buy Yahoo for $47.5 billion in early May, Microsoft made offers to buy Yahoo’s search business, which Yahoo rejected.

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