Yelp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$YELP
Other Consumer Services
Consumer Discretionary
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 13, 2025
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) (Zip Code)
Registrant’s 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:
Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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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.
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 17, 2025 | YELP INC. | |||||||||
| By: | /s/ David Schwarzbach | ||||||||||
| David Schwarzbach | |||||||||||
| Chief Financial Officer | |||||||||||