YELP INC. (NYSE:YELP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

YELP INC. (NYSE:YELP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 10, 2018, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Yelp Inc. (the “Company”), to the authority delegated to it by the Board, approved compensation arrangements for the Company’s executive officers (collectively, the “Executive Officers”).

Base Salaries

The Compensation Committee determined not to make any changes to the Executive Officers’ annual base salaries at this time. Accordingly, each Executive Officer’s base salary will remain at its current level, as set forth in the table below.

Equity Awards

The Compensation Committee approved the grant of (a) options to purchase shares of the Company’s common stock (the “Options”) and (b) restricted stock units covering shares of the Company’s common stock (the “RSUs,” and together with the Options, the “Equity Awards”) to the Executive Officers, as set forth in the table below.

The Compensation Committee granted the Equity Awards to, and in accordance with the terms and conditions of, the Company’s 2012 Equity Incentive Plan, as amended (the “Plan”), the forms of Option Agreement and Grant Notice (together, the “Option Agreements”) and forms of RSU Agreement and Grant Notice (together, the “RSU Agreements”) previously filed with the Securities and Exchange Commission. The grant date of the Equity Awards was January 16, 2018. Each option has an exercise price of $43.58, equal to the closing price of the Company’s common stock as quoted on the New York Stock Exchange on the grant date, which represents the fair market value of the Company’s common stock as determined under the terms of the Plan. Each Option will have a term of 10 years from the date of grant.

Annual Base
Executive Officer Title Salary Options(1) RSUs(2)
Jeremy Stoppelman Chief Executive Officer $ 1.00 288,000
Joseph R. (“Jed”) Nachman Chief Operating Officer $ 325,000.00 117,850 16,934
Charles (“Lanny”) Baker Chief Financial Officer $ 325,000.00 117,850 16,934
Laurence Wilson Chief Administrative Officer & General Counsel $ 325,000.00 45,850 19,756
Alan Ramsay Chief Accounting Officer $ 290,000.00 13,100 5,645
(1)

The shares underlying this Option will vest in equal monthly installments over four years from the grant date, provided that such Executive Officer is providing services to the Company at the time of each such vesting.

(2)

The shares subject to this RSU will vest in equal quarterly installments over four years from the grant date, provided that such Executive Officer is providing services to the Company at the time of each such vesting.

The foregoing is only a brief description of the material terms of the Options and RSUs, does not purport to be complete and is qualified in its entirety by reference to the Plan, Option Agreements and RSU Agreements.


About YELP INC. (NYSE:YELP)

Yelp Inc. (Yelp) connects people with local businesses by bringing word of mouth online and providing a platform for businesses and consumers to engage and transact. The Company provides local business review sites. Yelp provides a platform for consumers to share their everyday local business experiences, through reviews, tips, photos and videos, and engages directly with businesses, through reviews, phone calls and its Message the Business feature. Its platform also provides businesses of all sizes with a range of free and paid services that help them engage with consumers. The Company has a range of communities of contributors across the world that contributes the content on its platform. These contributors provide firsthand information about local businesses in the form of reviews and ratings, tips, photos and videos. The Company has Yelp communities in Argentina, Australia, Austria, Belgium, Brazil, Canada, Switzerland, Taiwan, Turkey, the United Kingdom and the United States.

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