UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant ☒
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| ☐ | 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 Under Rule 14a-12 |
YELP INC.
|
(Name of Registrant as Specified in Its Charter)
|
|
SQN INVESTORS LP
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
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SQN Investors LP, together with the other
participants named herein (“SQN”), intends to file a preliminary proxy statement and accompanying proxy card with the
Securities and Exchange Commission (“SEC”) to be used to solicit proxies for the election of its slate of director
nominees at the 2019 annual meeting of stockholders of Yelp Inc., a Delaware corporation.
Item 1: On January 16, 2019, SQN issued
an Investor Presentation, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference.
Item 2: On January 16, 2019, SQN issued
the following press release:
SQN
Issues Detailed Presentation on Yelp
Highlights Yelp’s dramatic
underperformance after years of shifting strategy, missed opportunities, dismal execution, decreasing alignment with stockholders
and poor corporate governance
Details the significant potential
of Yelp including how the Company could achieve $55 to $65 per share by implementing SQN’s recommendations, or $47 to $50
in an immediate private-equity led buyout; Believes strategic acquirers could pay more
In SQN’s view, investors
must seize the opportunity to refresh the Board with three new directors, including stockholder representation
Calls for formation of special
Board committee to evaluate strategic alternatives – including a review process to determine whether the Company should remain
public or consider a sale
Redwood City, CA – (January 16, 2019) –
SQN Investors LP (“SQN”, or “we”), a technology-focused investment firm with over $1.1 billion under management
and the beneficial owner of more than 4% of the outstanding common stock of Yelp, Inc. (“Yelp” or the “Company”)
(NYSE: YELP), today released a comprehensive presentation outlining Yelp’s significant underperformance and detailing why
stockholders must seize the opportunity to refresh the Board with three new directors at the 2019 Annual Meeting in order to help
Yelp realize its full potential.
The complete presentation can be found at www.SQNLetters.com.
Key highlights of the presentation include:
Yelp has Dramatically Underperformed with no Meaningful
Accountability to Stockholders
| · | Yelp has underperformed the Russell 2000 Technology Index by -117%
and its own proxy peer group by -74% over the last five years. It has missed investor expectations in 12 out of the last 19 quarters. |
| · | Yelp’s Board is stale, with no new members added since May 2012.
It has failed to meaningfully hold the CEO accountable for a shifting strategy, missed opportunities and dismal execution. |
| · | Yelp’s unfriendly governance structure has given stockholders
few avenues to seek recourse. |
Stockholders Must Seize the Opportunity to Refresh the
Board
| · | Yelp’s dual-class share structure collapsed in September 2016,
creating the possibility for change. |
| · | Stockholders must capitalize on the opportunity to replace three out
of eight Directors on Yelp’s staggered board in 2019. |
| · | Ahead of the estimated March 8, 2019 nomination deadline for Board
candidates, SQN would prefer to work constructively with Yelp on the reconstitution of its Board. Alternatively, SQN will seek
support directly from stockholders for its slate of Board candidates. |
A Refreshed Board Must Evaluate Strategic Alternatives
| · | A refreshed board should immediately evaluate strategic alternatives
including a possible sale of Yelp. |
| · | SQN believes that the successful implementation of its recommendations
could result in a $55 to $65 stock price, or an appreciation of 59% to 89% from Yelp’s December 7, 2018 unaffected closing
price. |
| o | Under this “Remain Public” scenario, there is an opportunity
to accelerate growth to 20%, expand EBITDA margins to 30%, and return $500 million in cash to stockholders. |
| · | Based on SQN’s diligence, an immediate sale to a private equity
firm could yield a $47 to $50 stock price, or a 36% to 45% premium. Strategic acquirers could pay an even higher premium. |
| · | SQN believes there is a large universe of potential buyers for Yelp,
including strategic acquirers, interested in the Company’s high user traffic and large database of consumer reviews. |
Amish Mehta, Founder of SQN Investors LP, stated, “We
are long-term investors and are now in our fourth year of investment in Yelp. We continue to believe Yelp has great potential
to deliver significant value for its investors. However, after years of Yelp underperformance, we have lost patience and believe
the Board needs fresh perspectives and stockholder representation. While we are not activists, and prefer to work constructively
with Yelp on the reconstitution of its Board, we are prepared to take our recommendations directly to stockholders to seek their
support.”
Investor Contact:
John Ferguson
Saratoga Proxy Consulting LLC
212-257-1311
Media Contact:
Dan Zacchei / Joe Germani
Sloane & Company
212-486-9500
dzacchei@sloanepr.com / jgermani@sloanepr.com
About SQN Investors LP
SQN Investors is a value-oriented investment adviser focused
on the technology sector. SQN employs a long-term, concentrated, private equity-like approach to investing in the public equity
markets. SQN was launched in 2014 and currently manages over $1.1 billion of capital on behalf of institutions and individual investors.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
SQN Investors LP, together with the other
participants named herein (collectively, “SQN”) intend to file a preliminary proxy statement and accompanying proxy
card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate
of highly-qualified director nominees at the 2019 annual meeting of stockholders of Yelp Inc., a Delaware corporation (the “Company”).
SQN STRONGLY ADVISES ALL STOCKHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS
IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, Saratoga Proxy Consulting
LLC, AT (212) 257-1311.
The “Participants” in the proxy
solicitation are SQN Investors Master Fund LP, a Cayman Islands limited partnership (“Master Fund”), SQN Investors
LP, a Delaware limited partnership (“SQN Investors”), SQN Investors (GP) LLC, a Delaware limited liability company
(“SQN GP”), SQN Partners (GP) LLC, a Delaware limited liability company (“Fund GP”), and Amish Mehta.
As of the close of business on January 15,
2018, Master Fund beneficially owned directly 3,337,931 shares of common stock, par value $0.000001 per share, of the Company
(the “Common Stock”), representing approximately 4.0% of the outstanding shares of Common Stock. Each of SQN Investors,
as the investment adviser of Master Fund, SQN GP, as the general partner of SQN Investors, Fund GP, as the general partner of
Master Fund, and Mr. Mehta, as manager of each of SQN GP and Fund GP, may be deemed to beneficially own the 3,337,931 shares of
Common Stock beneficially owned directly by Master Fund.
This regulatory filing also includes additional resources:
ex1dfan14a11210007_01162019.pdf
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