Current Report Filing (8-k)
June 20 2017 - 5:09PM
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): June 15, 2017
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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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.07. Submission of
Matters to a Vote of Security Holders.
On June 15, 2017, Yelp Inc.
(the Company) held its 2017 Annual Meeting of Stockholders (the Annual
Meeting) via a live audio webcast. At the Annual Meeting, the Companys
stockholders voted on three proposals, each of which is described in more detail
in the Companys definitive proxy statement on Schedule 14A filed with the U.S.
Securities and Exchange Commission on April 28, 2017 (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 two nominees
for Class II director was elected to serve until the Companys 2020 Annual
Meeting of Stockholders, or until her 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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Diane M.
Irvine
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48,449,003
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4,331,450
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14,771,059
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91.8%
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Mariam
Naficy
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48,794,226
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3,986,227
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14,771,059
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92.4%
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The Companys stockholders
ratified the selection by the Audit Committee of the Board of Directors of
Deloitte & Touche LLP as the Companys independent registered public
accounting firm for the year ending December 31, 2017. 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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65,338,230
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2,176,319
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36,963
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96.7%
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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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45,543,023
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6,814,248
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423,182
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14,771,059
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86.3%
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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: June 20, 2017
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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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