8-K

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): March 19, 2020

YELP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35444	20-1854266
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

140 New Montgomery Street, 9th Floor

San Francisco, California 94105

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.000001 per share	YELP	New York Stock Exchange LLC

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 7.01. Regulation FD Disclosure.

On March 19, 2020, Yelp Inc. (the "Company") issued a press release announcing that it is withdrawing its previously announced first quarter and full-year 2020 financial guidance as a result of the uncertainty related to COVID-19 and its impact on local economies and consumer activity. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto are furnished to, but not “filed” with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated March 19, 2020, entitled "Yelp Withdraws First Quarter and Full-Year 2020 Business Outlook Due to COVID-19."
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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:	March 19, 2020	YELP INC.
		By:	/s/ David Schwarzbach
			David Schwarzbach
			Chief Financial Officer

EX-99.1

Yelp Withdraws First Quarter and Full-Year 2020 Business Outlook Due to COVID-19

SAN FRANCISCO--(BUSINESS WIRE)-- Yelp Inc. (NYSE: YELP), the company that connects people with great local businesses, announced today that it is withdrawing its first quarter and full-year 2020 Business Outlook provided in its Shareholder Letter on February 13, 2020 due to heightened uncertainty related to COVID-19 and its impact on local economies and consumer activity.

“With the rapid spread of COVID-19 across the United States, we have witnessed a growing number of state and local governments restrict public life,” said Jeremy Stoppelman, Yelp’s co-founder and chief executive officer. “Even as Yelp remains well positioned with a broad customer base and strong balance sheet, we believe it is appropriate to withdraw our first quarter and full-year 2020 guidance. While we cannot determine the full extent of COVID-19’s impact on our business at this time, we are monitoring this rapidly evolving situation closely and look forward to discussing our business in greater detail as part of our first quarter 2020 earnings results.”

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 one-stop local platform for consumers to discover, connect and transact with local businesses of all sizes by making it easy to request a quote, join a waitlist, and make a reservation, appointment or purchase. Yelp was founded in San Francisco in July 2004.

Forward-Looking Statements

This press release contains forward-looking statements relating to Yelp’s future performance, including that its business is well positioned, that are based on its current expectations, forecasts, and assumptions that involve risks and uncertainties.

Yelp’s actual results could differ materially from those predicted or implied, and such statements should not be considered as a guarantee of future performance. Factors that could cause or contribute to such differences include, but are not limited to:

•the ongoing impact of COVID-19 on local economies and consumer activity, as well as on employee productivity;

•Yelp’s ability to maintain and expand its base of advertisers;

•Yelp’s ability to generate sufficient revenue to maintain profitability, particularly in light of its significant ongoing sales and marketing expenses; and

•Yelp’s ability to generate and maintain sufficient high-quality content from its users.

Factors that could cause or contribute to such differences also include, but are not limited to, 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 Annual Report on Form 10-K at www.yelp-ir.com or the SEC’s website at www.sec.gov.

Investor Relations Contact

Kate Krieger

ir@yelp.com

XML

Document and Entity Information Document	Feb. 18, 2020	Nov. 07, 2019
Cover page.
Document Type	8-K
Document Period End Date	Mar. 19, 2020
Entity Registrant Name	YELP INC.
Entity Central Index Key		0001345016
Amendment Flag		false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35444
Entity Tax Identification Number	20-1854266
Entity Address, Address Line One	140 New Montgomery Street, 9th Floor
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	(415)
Local Phone Number	908-3801
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.000001 per share
Trading Symbol	YELP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Addresses [Line Items]
Entity Address, Address Line One	140 New Montgomery Street, 9th Floor
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
Document Information [Line Items]
Document Period End Date	Mar. 19, 2020