Yelp! Inc.

06/17/2025 | Press release | Distributed by Public on 06/17/2025 14:17

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 13, 2025, Yelp Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") via a live audio webcast. At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025 (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 eight nominees for director was elected to serve until the Company's 2026 Annual Meeting of Stockholders, or until his or her successor has been duly elected and qualified. The voting results were as follows:
Director Name Votes For
Votes Against
Abstentions Broker Non-Votes Percentage of Votes In Favor
Fred D. Anderson, Jr. 52,408,142 1,404,634 24,542 5,086,415 97.3%
Christine Barone 53,583,803 230,430 23,085 5,086,415 99.5%
Robert Gibbs 51,632,245 2,178,072 27,001 5,086,415 95.9%
Diane Irvine
52,136,484 1,677,827 23,007 5,086,415 96.8%
Dan Jedda
53,574,413 237,191 25,714 5,086,415 99.5%
Sharon Rothstein 53,072,998 726,290 38,030 5,086,415 98.6%
Jeremy Stoppelman 53,062,500 754,031 20,787 5,086,415 98.6%
Tony Wells 53,540,800 270,770 25,748 5,086,415 99.4%
The Company's stockholders ratified the selection made by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes Percentage of Votes In Favor
58,620,720 254,870 48,143 - 99.5%
The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes Percentage of Votes In Favor
50,747,824 2,969,791 119,703 5,086,415 94.3%
The Company's stockholders indicated, on an advisory basis, a preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers of every "1 year." The voting results were as follows:
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
Percentage of Votes In Favor of "1 Year"
51,532,614 2,643 2,206,134 95,927 5,086,415 95.7%
Based on the voting results and its consideration of the appropriate frequency for the Company at this time, the Board of Directors of the Company resolved that the Company will hold an advisory vote on the compensation of the Company's named executive officers every year.
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