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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Executive
Transition
On February 13, 2017,
Michael Stoppelman notified Yelp Inc. (the Company) of his decision to step
down from his position as Senior Vice President, Engineering, effective March 2,
2017. On February 17, 2017, the Company entered into a transition agreement
(the Agreement) with Mr. Stoppelman, pursuant to which he will remain employed
by the Company in an advisory capacity to ensure a smooth transition through the
earlier of (a) December 10, 2017 or (b) the date he begins providing services to
another company (the Separation Date). Mr. Stoppelman will continue vesting in
his outstanding equity awards and receiving his current health benefits through
the Separation Date, and will be paid at an hourly rate equivalent to his
current annualized base salary of $325,000 for hours worked after March 2,
2017.
The foregoing is only a
brief description of the Agreement, does not purport to be complete and is
qualified in its entirety by reference to the Agreement.
Executive
Compensation
On February 14, 2017, the
Compensation Committee (the Compensation Committee) of the Board of Directors
of the Company (the Board), pursuant to the authority delegated to it by the
Board, approved compensation arrangements for the Companys 2016 named executive
officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the
Securities and Exchange Commission (the SEC)), with the exceptions of Charles
Baker, whose compensation was set at the time he joined the Company in April
2016, and Mr. Stoppelman, who is transitioning out of the Company (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.
Equity
Awards
The Compensation Committee
approved the grant of (a) options to purchase shares of the Companys common
stock (the Options) and (b) restricted stock units covering shares of the
Companys 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. The grant date of the Equity Awards
will be March 1, 2017, and each option will have an exercise price equal to the
closing price of the Companys common stock on the New York Stock Exchange on
that date, representing the fair market value of the Companys common stock as
determined under the terms of the Plan. Each Option will have 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
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Options
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RSUs
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Jeremy Stoppelman
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Chief Executive Officer
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$
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1.00
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347,650
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(1)
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305,950
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(2)
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Joseph R. (Jed) Nachman
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Chief Revenue Officer
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$
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325,000.00
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83,450
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(2)
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38,628
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(3)
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Laurence Wilson
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Senior Vice President, Legal and User
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$
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325,000.00
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20,900
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(2)
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28,971
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(3)
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Operations, General Counsel and Secretary
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(1)
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The shares
underlying this Option will vest over 36 months following the date of
grant, as follows: (a) 35% of the shares underlying the Option will vest
ratably on a monthly basis over the first 12 months following the date of
grant; (b) 45% of the shares underlying the Option will vest ratably on a
monthly basis over the subsequent 12 months; and (c) the remaining 20% of
the shares underlying the Option will vest ratably on a monthly basis over
the subsequent 12 months, such that the Option will be fully vested by the
third anniversary of the date of grant, provided that Mr. Stoppelman is
providing services to the Company at the time of each such
vesting.
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(2)
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1/48
th
of the shares underlying this Option will vest
each month for four 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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(3)
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The shares
subject to this RSU vest in equal quarterly installments over four years
from 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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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.