Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
YELP > SEC Filings for YELP > Form 8-K on 11-Jun-2013All Recent SEC Filings

Show all filings for YELP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for YELP INC


11-Jun-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security H


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2013, at the 2013 Annual Meeting of Stockholders (the "Annual Meeting") of Yelp Inc. (the "Company"), the Company's stockholders approved the amendment of the Company's 2012 Equity Incentive Plan (the "2012 Plan") to increase the aggregate number of shares of the Company's Class A Common Stock that may be issued pursuant to awards under the 2012 Plan from 16,257,359 to 18,257,359. The Company's Board of Directors (the "Board") and the Compensation Committee of the Board approved the amendment of the 2012 Plan (as amended, the "Amended 2012 Plan"), subject to stockholder approval, on January 30, 2013.

Approval of the Amended 2012 Plan also constituted approval of terms and conditions in the Amended 2012 Plan that will permit the Company to grant stock options and performance awards under the Amended 2012 Plan that may qualify as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Amended 2012 Plan became effective immediately upon stockholder approval at the Annual Meeting.

A more detailed summary of the material features of the Amended 2012 Plan is set forth in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 23, 2013 (the "Proxy Statement"). Each of that summary and the foregoing description is qualified in its entirety by reference to the text of the Amended 2012 Plan, a copy of which is attached as Exhibit 10.1 hereto and is incorporated into this Item 5.02 by reference.



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

On June 5, 2013, the Company held its Annual Meeting at The St. Regis San Francisco located at 125 3rd Street, San Francisco, California 94103. At the Annual Meeting, the Company's stockholders voted on five proposals, each of which is described in more detail in 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 I director was elected to serve until the Company's 2016 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified. The voting results were as follows:

                                                                               Percentage of Votes in
Director Name     Votes For        Votes Withheld       Broker Non-Votes               Favor
Fred Anderson     233,913,204            1,223,605              7,180,355                         96.5 %
Peter Fenton      234,418,953              717,856              7,180,355                         96.7 %
Jeremy Levine     234,605,043              531,766              7,180,355                         96.8 %

Stockholders approved the Amended 2012 Plan. The voting results were as follows:

Percentage of Votes in Votes For Votes Against Abstentions Broker Non-Votes Favor 224,099,352 11,035,941 1,516 7,180,355 92.5 %

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, 2013. The voting results were as follows:

Percentage of Votes in Votes For Votes Against Abstentions Broker Non-Votes Favor 240,498,514 1,811,653 6,997 - 99.2 %

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:

Percentage of Votes in Votes For Votes Against Abstentions Broker Non-Votes Favor 235,115,534 17,501 3,774 7,180,355 97.0 %

Stockholders indicated, on an advisory basis, a preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers of every "1 Year." The voting results were as follows:

                                                                 Percentage of Votes in
     1 Year        2 Years       3 Years       Abstentions       Favor of Every 1 Year
     234,645,058      4,337       174,691           312,723                         96.8 %

Based on the voting results and its consideration of the appropriate voting frequency for the Company at this time, on June 5, 2013, the Board resolved that the Company will hold an advisory vote on the compensation of the Company's named executive officers every year.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

                Exhibit
                Number    Description

                10.1      2012 Equity Incentive Plan, as amended.


  Add YELP to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for YELP - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.