Current Report Filing (8-k)
April 18 2016 - 5:04PM
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): April 13, 2016
YELP
INC.
(Exact name of registrant
as specified in its charter)
Delaware
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001-35444
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20-1854266
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(State of incorporation)
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(Commission File No.)
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(IRS
Employer Identification No.)
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140 New Montgomery
Street, 9
th
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:
☐
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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))
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Item 5.02.
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Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On April 13, 2016, at the
2016 Annual Meeting of Stockholders (the Annual Meeting) of Yelp Inc. (the
Company), the Companys stockholders approved the amendment of the Companys
2012 Equity Incentive Plan, as amended (the 2012 Plan), to:
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increase the aggregate number of shares of the Companys Class A
common stock reserved for issuance under the 2012 Plan by 3,000,000 shares, from
25,590,061 to 28,590,061 shares; and
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increase the maximum number of shares of the Companys Class A common
stock that may be automatically added to the share reserve on January 1 of each
year from January 1, 2017 through (and including) January 1, 2022 pursuant to
the evergreen provision of the plan, from 4.0% to 7.0% of the total number of
shares of the Companys capital stock outstanding on December 31 of the
preceding calendar year.
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The Companys Board of
Directors (the Board) and the Compensation Committee of the Board approved the
amendment of the 2012 Plan (as amended, the Second Amended 2012 Plan), subject
to stockholder approval, on January 27, 2016.
Approval of the Second
Amended 2012 Plan also constituted approval of terms and conditions in the
Second Amended 2012 Plan that will permit the Company to grant stock options and
performance awards under the Second 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 Second Amended 2012 Plan became
effective immediately upon stockholder approval at the Annual Meeting.
A more detailed summary of
the material features of the Second Amended 2012 Plan is set forth in the
Companys definitive proxy statement on Schedule 14A filed with the U.S.
Securities and Exchange Commission on March 4, 2016 (the Proxy Statement).
Each of that summary and the foregoing description is qualified in its entirety
by reference to the text of the Second 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 April 13, 2016, the
Company held its Annual Meeting via a live audio webcast. At the Annual Meeting,
the Companys stockholders voted on four 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 Companys 2019 Annual
Meeting of Stockholders, or until his successor has been duly elected and
qualified. The voting results were as follows:
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Percentage of Votes in
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Director
Name
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Favor
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Fred
D. Anderson, Jr.
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107,388,623
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8,409,571
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20,330,168
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92.7%
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Peter Fenton
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106,364,080
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9,434,114
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20,330,168
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91.9%
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Jeremy Levine
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111,821,925
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3,976,269
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20,330,168
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96.6%
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The Companys stockholders
ratified the selection by the Audit Committee of the Board of Deloitte &
Touche LLP as the Companys independent registered public accounting firm for
the year ending December 31, 2016. The voting results were as follows:
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Percentage of Votes in
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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Favor
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129,625,157
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6,435,914
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67,291
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95.2%
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The Companys stockholders
approved, on an advisory basis, the compensation of the Companys named
executive officers as disclosed in the Proxy Statement. The voting results were
as follows:
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Percentage of Votes in
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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Favor
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109,606,656
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2,376,585
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3,814,953
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20,330,168
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94.7%
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The Companys stockholders
approved the Second Amended 2012 Plan. The voting results were as follows:
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Percentage of Votes in
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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Favor
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92,734,595
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19,251,655
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3,811,944
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20,330,168
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80.1%
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Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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10.1
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2012
Equity Incentive Plan, as amended.
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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: April 18, 2016
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YELP
INC.
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By:
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/s/ Laurence Wilson
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Laurence Wilson
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Senior Vice President & General
Counsel
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INDEX TO EXHIBITS
Exhibit Number
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Description
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10.1
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2012
Equity Incentive Plan, as amended.
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