yelp-202203100001345016false00013450162022-03-102022-03-10
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 10, 2022
YELP INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35444 | | 20-1854266 |
| (State of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
350 Mission Street, 10th 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On March 10, 2022, Brian Sharples notified the board of directors (the “Board”) of Yelp Inc. (the “Company”) of his decision not to stand for re-election following the end of his current term on June 2, 2022. Mr. Sharples is an independent Class I director and a member of the Audit Committee of the Board. Mr. Sharples indicated that his decision not to stand for re-election was not a result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.
Appointment of Director
On March 11, 2022, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from nine to ten directors and appointed Chris Terrill to fill the newly created directorship, effective immediately. Mr. Terrill will serve as a Class I director on the Board until the Company’s 2022 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Terrill will serve as a member of the Nominating and Corporate Governance Committee of the Board.
In connection with his election, Mr. Terrill will be entitled to receive the Company’s standard compensation for non-employee directors, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 23, 2021, including (a) a stock option to purchase shares of the Company’s common stock, valued at $162,500, and (b) restricted stock units covering shares of the Company’s common stock valued at $162,500.
The Company also intends to enter into a standard form of indemnification agreement (the “Indemnification Agreement”) with Mr. Terrill in connection with his appointment to the Board. The Indemnification Agreement provides, among other things, that the Company will indemnify Mr. Terrill under the circumstances and to the extent provided for therein, for certain expenses he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Amended and Restated Bylaws. The foregoing is only a brief description of the Indemnification Agreement, does not purport to be complete and is qualified in its entirety by the Company’s standard form of indemnification agreement, previously filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (No. 333-178030), as amended, on February 3, 2012.
There are no arrangements or understandings between Mr. Terrill and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Terrill and any other director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.
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.
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| Date: | March 16, 2022 | YELP INC. |
| | By: | /s/ David Schwarzbach |
| | | David Schwarzbach |
| | | Chief Financial Officer |