Current Report Filing (8-k)

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)

Delaware

001-35444

20-1854266

(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: [phone]

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 Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.000001 per share

YELP

New 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 Name			Votes For			Votes Withheld			Abstentions			Broker Non-Votes			Percentage of Votes In Favor
Fred D. Anderson, Jr.			58,870,436			862,519			—			6,775,094			98.6%
Robert Gibbs			59,103,264			629,691			—			6,775,094			99.0%
George Hu			59,626,124			106,831			—			6,775,094			99.8%
Sharon Rothstein			59,316,271			416,684			—			6,775,094			99.3%
Jeremy Stoppelman			59,408,200			324,755			—			6,775,094			99.5%
Chris Terrill			52,897,080			6,835,875			—			6,775,094			88.6%
Tony Wells			59,621,277			111,678			—			6,775,094			99.8%

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 For			Votes Against			Abstentions			Broker Non-Votes			Percentage of Votes In Favor
66,307,872			181,777			18,400			—			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 For			Votes Against			Abstentions			Broker Non-Votes			Percentage of Votes In Favor
56,166,325			1,625,474			1,941,156			6,775,094			94.0%

---

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, 2022			YELP INC.
						By:			/s/ Aaron Schur
									Aaron Schur
									Senior Vice President & General Counsel