Additional Proxy Soliciting Materials (definitive) (defa14a)
April 28 2017 - 4:10PM
Edgar (US Regulatory)
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934
(Amendment
No.__)
Filed by the
Registrant
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Filed by a Party
other than the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy
Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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YELP INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the
Registrant)
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Payment of Filing Fee (Check the
appropriate box)
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No fee
required.
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1.
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Title of each class of securities
to which transaction applies:
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2.
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Aggregate number of securities to
which transaction applies:
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3.
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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):
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4.
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Proposed maximum aggregate value
of transaction:
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5.
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Total fee paid:
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Fee paid previously with preliminary
materials.
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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.
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1.
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Amount Previously
Paid:
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2.
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Form, Schedule or Registration
Statement No.:
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3.
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Filing Party:
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4.
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding
the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on
June 15, 2017.
YELP INC.
YELP INC.
140 NEW MONTGOMERY ST., 9TH FLOOR
SAN FRANCISCO, CA
94105
Meeting Information
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Meeting Type:
Annual Meeting
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For
holders as of:
April 17,
2017
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Date:
June 15, 2017
Time:
9:00 AM, PDT
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Location:
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Meeting live via the Internet-please
visit
www.virtualshareholdermeeting.com/Yelp2017
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The company will be hosting the meeting live via the Internet
this year. To attend the meeting via the Internet please visit
www.virtualshareholdermeeting.com/Yelp2017 and be sure to have
the information that is printed in the box marked by the arrow
➔
XXXX
XXXX XXXX XXXX
(located
on the following page).
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You are
receiving this communication because you hold shares in the company named
above
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T
his is not a
ballot. You cannot use this notice to vote these shares. This communication
presents only an overview of the more complete proxy materials that are
available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy
(see reverse side)
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W
e encourage
you to access and review all of the important information contained in the proxy
materials before voting
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See the
reverse side of this notice to obtain proxy materials and voting
instructions.
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Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
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NOTICE
& PROXY
STATEMENT ANNUAL
REPORT
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How
to View Online:
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Have the information that is
printed in the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the following page) and visit:
www.proxyvote.com.
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How
to Request and Receive a PAPER or E-MAIL Copy:
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If you want to receive a paper or
e-mail copy of these documents, you must request one. There is NO charge
for requesting a copy. Please choose one of the following methods to make
your request:
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1)
BY INTERNET
:
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www.proxyvote.com
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2)
BY TELEPHONE
:
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1-800-579-1639
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3)
BY E-MAIL*
:
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sendmaterial@proxyvote.com
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* If requesting materials by
e-mail, please send a blank e-mail with the information that is printed in
the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the following page) in the subject
line.
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Requests, instructions and other
inquiries sent to this e-mail address will NOT be forwarded to your
investment advisor. Please make the request as instructed above on or
before June 1, 2017 to facilitate timely
delivery.
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How To Vote
Please Choose One of the Following Voting Methods
Vote By Internet:
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Before The
Meeting:
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Go to
www.proxyvote.com.
Have the
information that is printed in the box marked by the
arrow
➔
XXXX XXXX XXXX XXXX
(located on the following page) available and follow
the instructions.
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During The
Meeting:
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Go to
www.virtualshareholdermeeting.com/Yelp2017.
Have the information that is printed in the box marked
by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the following page) available and follow
the instructions.
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Vote by Phone:
To vote by telephone, go to
www.proxyvote.com
to view the proxy
materials and obtain the toll free number to call. Have the information
that is printed in the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on
the following page) available and follow the
instructions.
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Vote By Mail:
You can vote by
mail by requesting a paper copy of the materials, which will include a
proxy card.
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Voting
Items
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The
Board of Directors recommends you vote
FOR
all of the following
nominees:
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1.
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Election of Directors
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Nominees:
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01)
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Diane M.
Irvine
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02)
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Mariam
Naficy
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The Board of Directors
recommends you vote
FOR
proposals 2 and
3.
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2.
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To ratify the selection of
Deloitte & Touche LLP as Yelp's independent registered public
accounting firm for the year ending
December 31,
2017.
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3.
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To approve, on an advisory basis,
the compensation of Yelp's named executive officers, as disclosed in the
accompanying
proxy statement.
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NOTE:
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In their discretion, the
proxyholders are authorized to vote upon such other business as may
properly come before the meeting and any adjournment or postponement
thereof.
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