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SCHEDULE 14A INFORMATION

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

(Amendment No.__)

Filed by the Registrant

x

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))

x

 

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)


x

     

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:

 

YELP INC.

140 New Montgomery Street

San Francisco, California 94105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 21, 2014
DearStockholder:
     You are cordially invited to attend the Annual Meeting (the “Annual Meeting”) of Stockholders ofYELP INC., a Delaware corporation (the “Company”). The Annual Meeting will be held on Wednesday, May 21, 2014 at 9:00 a.m. Pacific Time at The St. Regis San Francisco located at 125 3

 

1.

 

To elect the three nominees for director named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the 2017 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, 2014.

 

 

 

3.

 

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

 

 

 

4.

 

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 March 24, 2014. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors

 

 

 

Laurence Wilson

Secretary

San Francisco, California

April 11, 2014
You are cordially invited to attend the Annual Meeting in person. 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 in person 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

 

 

Page

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

     

1

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

 

7

INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE

 

10

    INDEPENDENCE OF THE BOARD

 

10

    BOARD LEADERSHIP STRUCTURE

 

11

    ROLE OF THE BOARD IN RISK OVERSIGHT

 

11

    MEETINGS OF THE BOARD

 

12

    INFORMATION REGARDING COMMITTEES OF THE BOARD

 

12

    STOCKHOLDER COMMUNICATIONS WITH THE BOARD

 

16

    CODE OF ETHICS

 

16

    CORPORATE GOVERNANCE GUIDELINES

 

16

    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

PROPOSAL NO. 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

21

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

23

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

25

EQUITY COMPENSATION PLAN INFORMATION

 

26

EXECUTIVE OFFICERS

 

27

EXECUTIVE COMPENSATION

 

27

    COMPENSATION DISCUSSION AND ANALYSIS

 

27

    COMPENSATION COMMITTEE REPORT

 

38

    COMPENSATION RISK ASSESSMENT

 

38

    SUMMARY COMPENSATION TABLE

 

39

    COMPENSATION PLANS AND ARRANGEMENTS

 

40

    GRANTS OF PLAN-BASED AWARDS

 

45

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

 

46

    OPTION EXERCISES AND STOCK VESTED

 

47

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

 

48

TRANSACTIONS WITH RELATED PERSONS

 

50

    RELATED-PERSON TRANSACTIONS POLICY AND PROCEDURES

 

50

    CERTAIN RELATED-PERSON TRANSACTIONS

 

50

HOUSEHOLDING OF PROXY MATERIALS

 

52

OTHER MATTERS

 

52

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