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

On June 11, 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 the following compensation arrangements for Alan Ramsay, the Company’s Chief Accounting Officer:

Base Salary. The Compensation Committee approved an increase in Mr. Ramsay’s annual base salary from $290,000.00 to $320,000.00, effective June 16, 2018.

Restricted Stock Units. The Compensation Committee approved the grant to Mr. Ramsay of restricted stock units covering 15,790 shares of the Company’s common stock (the “RSUs”). The shares subject to these RSUs will vest in equal quarterly installments over four years from the grant date, provided that Mr. Ramsay is providing services to the Company at the time of each such vesting.

Stock Options. The Compensation Committee approved the grant to Mr. Ramsay of options to purchase 8,950 shares of the Company’s common stock (the “Options,” and together with the RSUs, the “Equity Awards”). The shares underlying these Options will vest in equal monthly installments over four years from the grant date, provided that Mr. Ramsay is providing services to the Company at the time of each such vesting.

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 (“SEC”). The grant date of the Equity Awards will be June 14, 2018 and the Options will have an exercise price equal to the closing price of the Company’s common stock on the New York Stock Exchange on that date, which represents the fair market value of the Company’s common stock as determined under the terms of the Plan. The Options will have a term of 10 years from the date of grant.

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.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 7, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) via a live audio webcast. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 20, 2018 (the “Proxy Statement”). The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter, and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Each of the three nominees for Class III director was elected to serve until the Company’s 2021 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified. The voting results were as follows:

Director Name

Votes For

Votes Withheld

Broker Non-Votes

Percentage of Votes in Favor

Geoff Donaker

56,540,101

5,811,541

12,223,953

90.7%

Robert Gibbs

57,937,271

4,414,371

12,223,953

92.9%

Jeremy Stoppelman

60,257,743

2,093,899

12,223,953

96.6%

The Company’s stockholders ratified the selection by the Audit Committee of the Board of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. The voting results were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

Percentage of Votes in Favor

72,411,073

2,151,876

12,646

97.1%

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

Percentage of Votes in Favor

57,188,805

5,073,674

89,163

12,223,953

91.7%


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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