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Table of Contents
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant



Filed by a Party other than the Registrant          



 

Check the appropriate box:






     

Preliminary Proxy Statement



 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



 

Definitive Proxy Statement



 

Definitive Additional Materials



 

Soliciting Material Pursuant to §240.14a-12




YELP INC.

  

(Name of Registrant as Specified In Its Charter)

  

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)




Payment of Filing Fee (Check the appropriate box)



     

No fee required.



 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  

 

 

 

  

1.

 

Title of each class of securities to which transaction applies:

  

 

 

  

 

 

2.

 

Aggregate number of securities to which transaction applies:

  

 

 

  

 

 

3.

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  

 

 

  

 

 

4.

 

Proposed maximum aggregate value of transaction:

  

 

 

  

 

 

5.

 

Total fee paid:

  

 

 

  

 

 



 

Fee paid previously with preliminary materials.



 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

  

 

 

6.

 

Amount Previously Paid:

  

 

 

  

 

 

7.

 

Form, Schedule or Registration Statement No.:

  

 

 

  

 

 

8.

 

Filing Party:

  

 

 

  

 

 

9.

 

Date Filed:

  

 

 

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YELP INC.

140 New Montgomery Street

San Francisco, California 94105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 13, 2016
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of YELP INC., a Delaware corporation (the “Company”). The Annual Meeting will be held on Wednesday, April 13, 2016 at 9:00 a.m. (Pacific Time).
We are pleased to announce that this year, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/YELP. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable increased stockholder attendance and participation by allowing stockholders to participate from any location around the world.
At the Annual Meeting, stockholders will vote on the following matters:


      

1.     

To elect the three nominees for director named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the 2019 Annual Meeting of Stockholders.

  

 

 

2.

To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2016.

  

 

 

3.

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

  

 

 

4.

To approve the Company’s 2012 Equity Incentive Plan, as amended, to:

  

 

 

 

a.     

increase the aggregate number of shares of Class A common stock authorized for issuance under the plan by 3,000,000 shares; and

  

 

 

 

b.

increase the maximum number of shares that may be automatically added to the share reserve on January 1 of each year from January 1, 2017 through January 1, 2022 from 4.0% to 7.0% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year.

  

 

 

5.

To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Annual Meeting is February 16, 2016. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.
We look forward to your attendance at our Annual Meeting.


 

By Order of the Board of Directors

 

 

 

Laurence Wilson

 

Corporate Secretary

San Francisco, California

March 4, 2016

Table of Contents

You are cordially invited to attend and participate in the Annual Meeting, which will be held virtually via the Internet. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote your shares if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

Table of Contents
TABLE OF CONTENTS

     

 

     

Page

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

 

1

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

 

8

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

 

11

 

INDEPENDENCE OF THE BOARD

 

11

 

BOARD LEADERSHIP STRUCTURE

 

11

 

MEETINGS OF THE BOARD

 

12

 

INFORMATION REGARDING COMMITTEES OF THE BOARD

 

12

 

ROLE OF THE BOARD IN RISK OVERSIGHT

 

16

 

COMMUNICATIONS WITH THE BOARD

 

16

 

CODE OF ETHICS

 

17

 

CORPORATE GOVERNANCE GUIDELINES

 

17

 

DIRECTOR COMPENSATION

 

17

PROPOSAL NO. 2 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

 

19

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

19

 

PRE-APPROVAL POLICIES AND PROCEDURES

 

20

 

REQUIRED VOTE

 

20

PROPOSAL NO. 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

21

PROPOSAL NO. 4 – APPROVAL OF 2012 EQUITY INCENTIVE PLAN, AS AMENDED

 

23

 

BACKGROUND

 

24

 

OVERHANG

 

25

 

BURN RATE

 

25

 

DESCRIPTION OF THE AMENDED 2012 PLAN

 

25

 

U.S. FEDERAL INCOME TAX CONSEQUENCES

 

33

 

NEW PLAN BENEFITS UNDER AMENDED 2012 PLAN

 

35

 

PLAN BENEFITS UNDER 2012 PLAN

 

36

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

37

 

REQUIRED VOTE

 

38

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

39

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

43

EXECUTIVE OFFICERS

 

44

Table of Contents


EXECUTIVE COMPENSATION

 

45

     

COMPENSATION DISCUSSION AND ANALYSIS

     

45

 

COMPENSATION COMMITTEE REPORT

 

57

 

COMPENSATION RISK ASSESSMENT

 

57

 

SUMMARY COMPENSATION TABLE

 

58

 

COMPENSATION PLANS AND ARRANGEMENTS

 

59

 

GRANTS OF PLAN-BASED AWARDS

 

63

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

 

64

 

OPTION EXERCISES AND STOCK VESTED

 

66

 

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

 

67

TRANSACTIONS WITH RELATED PERSONS

 

68

 

RELATED-PERSON TRANSACTIONS POLICY AND PROCEDURES

 

68

 

CERTAIN RELATED-PERSON TRANSACTIONS

 

68

HOUSEHOLDING OF PROXY MATERIALS

 

71

OTHER MATTERS

 

71

ANNEX A

 

A-1

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