Yelp Issues Statement in Response to Investor Commentary
December 10 2018 - 6:45AM
Business Wire
Yelp Inc. (“Yelp”) (NYSE:YELP), the company that connects people
with great local businesses, today issued the following statement
in response to media coverage of comments made by SQN Investors
LP:
“While we generally do not comment on individual interactions
with shareholders as a matter of corporate policy, Yelp maintains
an ongoing dialogue with all of our shareholders and the broader
investment community. Our investors have been a long-standing
source of support, feedback and insight for Yelp. We value their
investments and confidence and we welcome their input. Over the
past three years, Yelp has had many interactions with SQN regarding
our business and strategy. At SQN’s request, in addition to
dialogue with independent directors and management, Yelp invited
SQN founder Amish Mehta and his investing partner Rock Meng to
participate in a meeting on Monday December 10, 2018 with our CEO
Jeremy Stoppelman and CFO Lanny Baker. However, rather than
agreeing to meet, SQN chose to make its approach public by
providing a letter to the media before sharing it with the Yelp
Board. Regardless, our Board and management team are committed
to maintaining an open dialogue with SQN and hearing their
perspectives. We look forward to reviewing their letter once SQN
sends it to us. Our Board of Directors and management team are
committed to acting in the best interests of our shareholders,
customers and employees.
“Led by our independent chairwoman and other independent
directors, our Board is active, open-minded and engaged and
consists of established industry leaders with a wide range of skill
sets relevant to Yelp. The Board also continues to review its own
composition and practices in order to ensure robust oversight and
contributions to Yelp’s strategy, priorities and execution. Yelp is
committed to maintaining a highly relevant and diverse Board with
the specific mix of skills and experience for our business that
will help drive growth, facilitate oversight and deliver value for
our shareholders. As such, the Board and Nominating and Corporate
Governance Committee are in the process, with the support of a
nationally-recognized director search firm, of considering
potential skill sets and opportunities that would further
strengthen and enhance our Board. We welcome investor input to the
process.
“Yelp is well-positioned to capitalize on the opportunities
before us and we are sharply focused on pursuing the right
strategies to fortify that position and deliver sustained long-term
growth. We are confident about the strategic initiatives we are
executing, including continuing to evolve our business, targeting
Restaurants and Home & Local Services categories as our
strategic priorities, prioritizing enhanced product offerings and
app features, diversifying our go-to-market strategies, divesting
non-core businesses and leveraging partnerships where appropriate,
reducing overseas investment and returning capital to shareholders.
In addition to strategic and business actions, Yelp also took a
new, well-received approach this year to our financial
communications by writing quarterly letters to our investors to
provide more transparency, context and clarity around our
thinking.
“We also have strengthened our executive and operating team
under our CEO with external leadership hires and internal
promotions. Additionally, the Board’s Compensation Committee has
sought to ensure that the compensation of management, and
especially that of the CEO -- who is one of our largest
shareholders, takes a $1.00 salary and is compensated with
option-based equity awards -- is highly aligned with shareholders
and subject to regular review.
“The Board regularly evaluates actions to unlock the full
potential of our business, capital allocation alternatives and the
evolving competitive and consumer landscape, including the recent
profitable sale of the Eat24 business. In addition, our Board and
management team continue to analyze how we can best accelerate our
business model, optimize our investments in targeted growth
initiatives, improve our cost and expense structure and capitalize
on margin enhancement. The Board also recognizes Yelp stock as an
investment opportunity and remains committed to returning value to
shareholders and as such, recently authorized a significant
increase in its buyback program which was initiated over a year
ago.
“Yelp has a strong strategy in place and the company is
continuing to take decisive actions to execute that strategy and
capitalize on opportunities to drive sustainable growth and value
for all Yelp investors and stakeholders.”
About Yelp
Yelp Inc. (www.yelp.com) connects people with great local
businesses. With unmatched local business information, photos and
review content, Yelp provides a platform for consumers to discover,
interact and transact with local businesses of all sizes. Yelp was
founded in San Francisco in July 2004. Since then, Yelp has taken
root in major metros in more than 30 countries.
Forward-Looking Statements
This press release contains forward-looking statements relating
to, among other things, Yelp’s future performance and plans that
are based on its current expectations, forecasts and assumptions
and that involve risks and uncertainties. These statements include,
but are not limited to, statements regarding:
- board, business and governance matters,
including, without limitation, the outcome and nature of our
strategic and business actions, the review of our Board composition
and practices, returning value to shareholders and strengthening of
our executive and operational teams;
- our strategies, priorities and
initiatives;
- our ability to successfully execute our
strategic initiatives and capitalize on opportunities to position
the Company for long-term, sustainable growth and success;
- our ability to accelerate our business
model, optimize our investments in targeted growth initiatives,
improve our cost and expense structure and capitalize on margin
enhancement;
- our ability to deliver value for all
Yelp investors and stakeholders; and
- the implementation of our recently
increased buyback program and purchase of shares thereunder.
Yelp’s actual results could differ materially from those
predicted or implied and reported results should not be considered
as an indication of future performance. Factors that could cause or
contribute to such differences include, but are not limited to,
Yelp’s:
- limited operating history in an
evolving industry;
- ability to generate sufficient revenue
to maintain profitability, particularly in light of its significant
ongoing sales and marketing expenses, ongoing investments and the
sale of Eat24;
- ability to generate and maintain
sufficient high-quality content from its users;
- ability to maintain a strong brand and
manage negative publicity that may arise;
- ability to maintain and expand its base
of advertisers, particularly as an increasing portion of
advertisers have the ability to cancel their advertising plans at
any time;
- ability to successfully manage the
acquisition and integration of new businesses, solutions or
technologies, as well as to monetize the acquired products,
solutions or technologies;
- reliance on traffic to its website from
search engines such as Google and Bing and the quality and
reliability of such traffic;
- ability to timely upgrade its systems,
infrastructure and customer service capabilities; and
- ability to purchase shares under the
share repurchase program, or the modification, suspension or
termination of that program.
Factors that could cause or contribute to such differences also
include those factors that could affect Yelp’s business, operating
results and stock price included under the captions “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in Yelp’s most recent Quarterly Report
on Form 10-Q at www.yelp-ir.com or the SEC’s website at
www.sec.gov.
Undue reliance should not be placed on the forward-looking
statements in this release, which are based on information
available to Yelp on the date hereof. Such forward-looking
statements do not include the potential impact of any acquisitions
or divestitures that may be announced and/or completed after the
date hereof. Yelp assumes no obligation to update such
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20181210005322/en/
Investor RelationsRon Clark(415)
568-3234ir@yelp.comPublic RelationsVince Sollitto(415)
230-6506press@yelp.com
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