Current Report Filing (8-k)
January 14 2015 - 6:01AM
Edgar (US Regulatory)
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): January 8, 2015
YELP
INC.
(Exact name of registrant
as specified in its charter)
Delaware |
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001-35444 |
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20-1854266 |
(State of incorporation) |
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(Commission File No.) |
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(IRS
Employer Identification No.) |
140 New Montgomery
Street, 9th
Floor
San Francisco,
CA 94105
(Address of principal
executive offices and zip code)
Registrants telephone number, including area
code: (415) 908-3801
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 (see General
Instruction A.2. below):
☐ |
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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☐ |
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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☐ |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02. |
Departure of Certain Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers. |
On January 8, 2015, the
Compensation Committee (the Compensation Committee) of the Board of Directors (the Board) of Yelp Inc. (the Company), pursuant to
the authority delegated to it by the Board, approved certain compensation
arrangements for the Companys named executive officers (as defined in Item
402(a)(3) of Regulation S-K promulgated by the Securities and Exchange
Commission (the SEC)) (collectively,
the Executive
Officers).
Base Salaries
The Compensation Committee
determined not to make any changes to the Executive Officers annual base
salaries at this time. Accordingly, each Executive Officers base salary will
remain at its current level, as set forth in the table below. The Company will
continue to pay for healthcare benefits for each of the Executive Officers.
Equity
Awards
The Compensation Committee
approved the grant of (a) options to purchase shares of the Companys Class A
common stock (the Options) and (b)
restricted stock units of the Companys Class A common stock (the
RSUs, and together with the Options, the
Equity
Awards) to the Executive
Officers, as set forth in the table below.
The Compensation Committee
granted the Equity Awards pursuant to, and in accordance with the terms and
conditions of, the Companys 2012 Equity Incentive Plan, as amended (the
Plan), the Forms of Option Agreement and Grant Notice
(together, the Option
Agreements) and the Forms of
RSU Agreement and Grant Notice (together, the RSU Agreements) previously filed with the SEC. Each Option will
have an exercise price of $53.83 per share, representing the fair market value
of the Companys Class A common stock on the date of grant as determined under
the terms of the Plan, and a term of 10 years from the date of grant.
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Annual |
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Named Executive
Officer |
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Title |
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Base
Salary |
|
Options |
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RSUs |
Jeremy Stoppelman |
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Chief Executive Officer |
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$ |
1.00 |
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32,600 |
(1) |
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Geoff Donaker |
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Chief Operating Officer |
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$ |
1.00 |
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26,100 |
(1) |
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Rob
Krolik |
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Chief Financial Officer |
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$ |
325,000.00 |
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3,300 |
(1) |
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Joseph R. (Jed) Nachman |
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Senior Vice President of Revenue |
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$ |
325,000.00 |
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24,450 |
(2) |
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40,311 |
(3) |
Laurence Wilson |
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Senior Vice President, Legal and User |
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$ |
325,000.00 |
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24,450 |
(2) |
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40,311 |
(3) |
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Operations, General Counsel and
Secretary |
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(1) |
1/24th
of the shares underlying
this Option will vest each month for two years following the date of
grant, provided that such Executive Officer is providing services to the
Company at the time of each such vesting. |
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(2) |
The shares underlying
this Option vest over four years, as follows: 10% of the shares will vest
in equal monthly installments over the 12-month period following the date
of grant; 20% of the shares will vest in equal monthly installments over
the second 12-month period following the date of grant; 30% of the shares
will vest in equal monthly installments over the third 12-month period
following the date of grant; and 40% of the shares will vest in equal
monthly installments over the fourth 12-month period following the date of
grant, such that the shares underlying the Option will be fully vested on
the fourth anniversary of the date of grant, provided that such Executive
Officer is providing services to the Company at the time of each such
vesting. |
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(3) |
The shares subject to
this RSU vest over four years, as follows: 2.5% of the shares will vest on
each of February 20, 2015, May 20, 2015, August 20, 2015 and November 20,
2015; 5.0% of the shares will vest on each of February 20, 2016, May 20,
2016, August 20, 2016 and November 20, 2016; 7.5% of the shares will vest
on each of February 20, 2017, May 20, 2017, August 20, 2017 and November
20, 2017; and 10.0% of the shares will vest on each of February 20, 2018,
May 20, 2018, August 20, 2018 and November 20, 2018, provided that such
Executive Officer is providing services to the Company at the time of each
such vesting. |
The foregoing is only a
brief description of the material terms of the Options and RSUs, does not
purport to be complete and is qualified in its entirety by reference to the
Plan, Option Agreements and RSU Agreements.
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: January 13, 2015 |
YELP INC. |
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By: |
/s/
Rob Krolik |
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Rob Krolik |
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Chief Financial
Officer |
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