Independent
Tenure on this board
15.3 yrs
9 nominees · 4 ballot items.
Election of nine directors; ratification of Deloitte & Touche LLP as independent auditors for 2026; advisory (non-binding) approval of named executive officer compensation (‘say-on-pay’); and approval to amend and restate the 2012 Employee Stock Purchase Plan to add 2,100,000 shares — the Board recommends FOR all proposals.
Elect nine nominees named in the proxy to serve until the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as Yelp’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables. Management seeks this annual advisory vote to confirm stockholder support for its compensation philosophy, which emphasizes a high proportion of at-risk pay (93% for the CEO, 87% average for other NEOs) and a mix of cash incentives, performance-vesting RSUs tied to TSR and financial metrics, and service-vesting RSUs. The Board’s rationale for recommending a FOR vote is that the program aligns pay with long-term stockholder value, uses relative TSR for multi-year incentives, ties annual incentives to net revenue and adjusted EBITDA, and implements a company-wide initiative to reduce stock-based compensation as a percentage of revenue. The Compensation Committee also cites strong prior shareholder support (approximately 94% in 2025) and continued stockholder engagement as reasons to maintain the program’s structure. Management notes recent changes — modest base salary increases, phased increases in cash incentive targets, and maintenance of target equity values — intended to balance retention needs and its SBC reduction goals. Because the vote is advisory, it will not bind the Board, but the Board and Compensation Committee state they will consider the vote outcome in future compensation decisions. Investors evaluating the proposal should weigh the program’s strong emphasis on performance metrics and recent progress on reducing equity expense against dilution and the overall pay levels relative to peers. Given the company’s record revenue and adjusted EBITDA in 2025, management argues the compensation framework appropriately rewarded performance while retaining alignment with stockholder interests.
Approve the Compensation Committee’s amendment and restatement of the ESPP to increase the share reserve by 2,100,000 shares (to a total of 2,930,387 shares), subject to stockholder approval.
This management proposal requests shareholder approval to amend and restate Yelp’s 2012 Employee Stock Purchase Plan to add 2,100,000 shares to the ESPP reserve (increasing the maximum issuable under the plan to 2,930,387 shares subject to adjustment). Management’s stated objective is to ensure the ESPP remains available as a broad-based employee benefit to attract, retain and motivate employees — particularly as the eligible population has grown (approximately 5,159 employees eligible as of April 7, 2026) while only 830,387 shares remained available. The Board and Compensation Committee argue the ESPP supports employee ownership and alignment of employees with stockholder interests, and that the requested increase is necessary to meet demand from an expanded workforce and ongoing enrollments in periodic offering periods. On the governance side, shareholders should consider dilution: the company discloses the total shares outstanding (55,833,190 as of April 7, 2026) and that the ESPP increase will be subject to customary adjustment for capitalization events; management also commits to register additional shares on Form S-8 if approved. The proposal is presented as routine and narrowly tailored to ESPP replenishment rather than a broad expansion of equity plan features, and the Board recommends a FOR vote on the grounds of talent retention and competitiveness. Investors evaluating the proposal should weigh the modest incremental dilution against the value of maintaining a functioning, widely available employee purchase program that can lower turnover and support recruitment in a competitive labor market. Given Yelp’s recent steps to reduce stock-based compensation as a percent of revenue and its commitment to manage overall dilution, management frames the ESPP share increase as a measured and necessary step to preserve an important employee benefit without undermining broader SBC-reduction goals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.5% | 6,333,971 | $157M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.1% | 4,979,045 | $123M |
| 3 | LSV ASSET MANAGEMENT | 5.1% | 2,830,841 | $70M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.7% | 2,603,354 | $64M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.6% | 2,526,985 | $63M |
| 6 | STATE STREET CORP | 4.4% | 2,393,063 | $59M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 4.0% | 2,208,841 | $55M |
| 8 | BlackRock, Inc. | 3.3% | 1,789,538 | $44M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 3.0% | 1,624,369 | $40M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.7% | 1,495,909 | $37M |
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