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Form 8-K YELP INC For: Jun 02

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June 6, 2022 4:50 PM EDT
yelp-20220602
0001345016false00013450162022-06-022022-06-02

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2022

YELP INC.
(Exact name of registrant as specified in its charter)
Delaware001-3544420-1854266
(State of incorporation)(Commission File No.)(IRS Employer Identification No.)
350 Mission Street, 10th Floor
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 908-3801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.000001 per shareYELPNew York Stock Exchange LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2022, Yelp Inc. (the "Company") held its 2022 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 Securities and Exchange Commission on April 22, 2022 (the “Proxy Statement”). There were 71,543,212 shares of the Company’s common stock outstanding on April 4, 2022, the record date for the Annual Meeting. 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 seven nominees for director was elected to serve until the Company’s 2023 Annual Meeting of Stockholders, or until his or her successor has been duly elected and qualified. The voting results were as follows:
Director NameVotes ForVotes WithheldAbstentionsBroker Non-VotesPercentage of Votes In Favor
Fred D. Anderson, Jr.58,870,436862,519—6,775,09498.6%
Robert Gibbs59,103,264629,691—6,775,09499.0%
George Hu59,626,124106,831—6,775,09499.8%
Sharon Rothstein59,316,271416,684—6,775,09499.3%
Jeremy Stoppelman59,408,200324,755—6,775,09499.5%
Chris Terrill52,897,0806,835,875—6,775,09488.6%
Tony Wells59,621,277111,678—6,775,09499.8%
The Company’s stockholders ratified the Audit Committee of the Board's selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The voting results were as follows:
Votes ForVotes AgainstAbstentionsBroker Non-VotesPercentage of Votes In Favor
66,307,872181,77718,400—99.7%
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, with approximately 97% of the votes affirmatively cast voted in favor of the proposal. The complete voting results were as follows:
Votes ForVotes AgainstAbstentionsBroker Non-VotesPercentage of Votes In Favor
56,166,3251,625,4741,941,1566,775,09494.0%



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:June 6, 2022YELP INC.
By:/s/ Aaron Schur
Aaron Schur
Senior Vice President & General Counsel



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