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. |
Executive Transition
On February 13, 2017, Michael Stoppelman notified Yelp Inc. (the
Company) of his decision to step down from his position as Senior
Vice President, Engineering, effective March 2, 2017. On February
17, 2017, the Company entered into a transition agreement (the
Agreement) with Mr. Stoppelman, to which he will remain employed
by the Company in an advisory capacity to ensure a smooth
transition through the earlier of (a) December 10, 2017 or (b)
the date he begins providing services to another company (the
Separation Date). Mr. Stoppelman will continue vesting in his
outstanding equity awards and receiving his current health
benefits through the Separation Date, and will be paid at an
hourly rate equivalent to his current annualized base salary of
$325,000 for hours worked after March 2, 2017.
The foregoing is only a brief description of the Agreement, does
not purport to be complete and is qualified in its entirety by
reference to the Agreement.
Executive Compensation
On February 14, 2017, the Compensation Committee (the
Compensation Committee) of the Board of Directors of the Company
(the Board), to the authority delegated to it by the Board,
approved compensation arrangements for the Companys 2016 named
executive officers (as defined in Item 402(a)(3) of Regulation
S-K promulgated by the Securities and Exchange Commission (the
SEC)), with the exceptions of Charles Baker, whose compensation
was set at the time he joined the Company in April 2016, and Mr.
Stoppelman, who is transitioning out of the Company
(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 Officers 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 Companys common stock (the Options) and
(b) restricted stock units covering shares of the Companys 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 Companys 2012
Equity Incentive Plan, as amended (the Plan), the forms of Option
Agreement and Grant Notice (together, the Option Agreements) and
the forms of RSU Agreement and Grant Notice (together, the RSU
Agreements) previously filed with the SEC. The grant date of the
Equity Awards will be March 1, 2017, and each option will have an
exercise price equal to the closing price of the Companys common
stock on the New York Stock Exchange on that date, representing
the fair market value of the Companys 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 | |||||||||||
| Named Executive Officer | Title | Base Salary | Options | RSUs | |||||||
| Jeremy Stoppelman | Chief Executive Officer | $ | 1.00 | 347,650 | (1) | ||||||
| 305,950 | (2) | ||||||||||
| Joseph R. (Jed) Nachman | Chief Revenue Officer | $ | 325,000.00 | 83,450 | (2) | 38,628 | (3) | ||||
| Laurence Wilson | Senior Vice President, Legal and User | $ | 325,000.00 | 20,900 | (2) | 28,971 | (3) | ||||
| Operations, General Counsel and Secretary | |||||||||||
| (1) |
The shares underlying this Option will vest over 36 months following the date of grant, as follows: (a) 35% of the shares underlying the Option will vest ratably on a monthly basis over the first 12 months following the date of grant; (b) 45% of the shares underlying the Option will vest ratably on a monthly basis over the subsequent 12 months; and (c) the remaining 20% of the shares underlying the Option will vest ratably on a monthly basis over the subsequent 12 months, such that the Option will be fully vested by the third anniversary of the date of grant, provided that Mr. Stoppelman is providing services to the Company at the time of each such vesting. |
| (2) |
1/48th of the shares underlying this Option will vest each month for four years following the date of grant, provided that such Executive Officer is providing services to the Company at the time of each such vesting. |
| (3) |
The shares subject to this RSU vest in equal quarterly installments over four years from the date of grant, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 |
Transition Agreement, dated February 17, 2017, by and between Yelp Inc. and Michael Stoppelman. |
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. YELP INC. (NYSE:YELP) Recent Trading Information
YELP INC. (NYSE:YELP) closed its last trading session down -0.10 at 34.67 with 2,319,969 shares trading hands.
