AGM 2020

Jul 1, 2020

Welcome to the twenty twenty annual meeting for Yelp Inc. Our host for today's call is Diane Irvine, chair. At this time, all participants will be in a listen only mode. I will now turn the call over to your host, Diane Irvine. You may begin. Good morning, and welcome to Yelp's twenty twenty annual meeting of stockholders. My name is Diane Irvine, and I'm the chair of the Yelp board of directors, and I will act as chair of this meeting. Before I call the meeting to order, I'd like to introduce the members of the board and the business team who are with us today. The directors in attendance today are Jeremy Stoppelman, our chief executive officer, Fred Anderson, Christine Barone, Robert Gibbs, George Hu, Sharon Rothstein, and Brian Sharples. The other officers of the company here today are Jed Nachman, our chief operating officer David Schwarzbach, our chief financial officer Lawrence Wilson, our chief administrative officer, general counsel, and corporate secretary and James Milne, our head of investor relations and vice president of financial planning and analysis. Casey Pettis and Hayley Wilden of Deloitte and Touche, Yelp's independent registered public accounting firm, are also present and available to respond to appropriate questions. The meeting will now officially come to order. At this time, I'd like to introduce David Pinesip of Cooley LLP, Yelp's outside counsel. I am appointing mister Pinesip to act as inspector of election at this meeting. Mister Pinesip has taken and subscribed to the customary oath of office to execute his duties with strict impartiality, and his oath will be filed with the records of this meeting. His job is to decide on the qualifications of voters, accept their votes, and when validating on all matters is completed, to tally the final votes. We'll now proceed with the formal business of the meeting as indicated in your notice of annual meeting and proxy statement. After the formal part of the meeting, there will be an opportunity for Q and A. We will do our best to respond to the questions received in the time permitted. Please note that stockholders who wish to ask a question may do so by submitting the question in writing where indicated on the webcast portal for this meeting. Only stockholders will be permitted to submit questions. Please also note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. I will now turn the meeting over to Lawrence Wilson, our Corporate Secretary, to report on the mailing of the notice for this meeting and the stockholder list as well as to confirm whether we have a quorum. Thanks, Diane. I have a complete list of the stockholders of record of the company's common stock on 05/04/2020, which is the record date for this meeting. A copy of the stockholder list is also available under the heading meeting materials in the web portal. I also have an affidavit certifying that on 05/21/2020, a notice that this annual meeting was was deposited in The US mail to all stockholders of record at the close of business on the record date. I've been informed by the inspector of election that proxies have been received for 63,210,960 shares out of the 71,889,796 shares of common stock outstanding on the record date. These shares represent approximately 88% of the shares outstanding on the record date, which constitutes a quorum for the meeting today. Thank you. We'll now proceed with the formal business of this meeting. There are four proposals to be considered by the stockholders today, which I will review. We will then invite questions from stockholders on the proposals before reviewing the voting procedures. The first item of business is the election of class two directors to serve until the twenty twenty three annual meeting and until their successors are elected. The nominees for class two director are myself, Diane Irvine, and Christine Varone. The board is recommending the election of each of these directors, and our proxy statement provides additional information regarding our board and its recommendations. The second item of business is the ratification of the selection of Deloitte and Touche as Yelp's independent registered public accounting firm for the year ending 12/31/2020. The board is recommending the ratification of Deloitte and Tuche as our external auditor, and our proxy statement provides additional information regarding our recommendation. The third item of business today is the advisory vote on the executive compensation of the company's named executive officers as described in the proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution: Resolved that the compensation paid to the company's named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables, and any related material disclosed in the proxy statement is hereby approved. The board is recommending that stockholders approve this resolution, and our proxy statement provides additional information regarding our recommendation. The fourth item of business today relates to the amendment of Yelp's amended and restated certificate of incorporation to eliminate the classification of the board of directors over a three year period such that all directors would be elected for one year terms beginning at the twenty twenty three annual meeting of stockholders. The board is recommending the approval of this amendment, and our proxy statement provides additional information regarding our recommendation. That was the final proposal for today's meeting. We welcome questions from stockholders on the proposals at this time. If there are no questions, the secretary will now describe the voting procedures. Voting today is by proxy and electronic ballot. Each share of common stock is entitled to one vote. Any stockholder who has not voted or who wishes to change his or her vote may do so by clicking on the vote button in the webcast portal and following the instructions provided. Stockholders who have submitted proxies or who have previously voted via the Internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically. We will leave the polls open for approximately two minutes to allow anyone who chooses to vote to cast ballots. It is now 10:08AM Pacific time, and the polls are open for voting. The two minutes begins now. The time is now 10:11AM, and the polls are now closed for voting. May we have the results of the voting? The preliminary report of the inspector of election covering the proposals presented at this meeting is as follows. One, the proposal to elect Diane Irvine and Christine Barone as class two directors of the company is carried. The selection of Deloitte and Touche as the company's independent registered public accounting firm for the year ending 12/31/2020 is ratified. The resolution concerning the advisory vote on the executive compensation of the company's named executive officers is approved. And last, the proposal to amend Yelp's amended and restated certificate of incorporation to phase out the classification of the board is approved. We expect to report our preliminary or if available final voting results on a current report on Form eight ks to be filed with the SEC within four business days following this meeting. If final voting results are not available at that time, we expect to report them in an amendment to our Form eight ks within four business days after they are known to us. Thank you. That concludes the formal portion of today's meeting, and the annual meeting is now adjourned. I will now turn over to James Milne, our Head of Investor Relations, to moderate the Q and A session. Thanks, Diane. Please note that our discussion today may include forward looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recently filed quarterly report on Form 10 Q. We will now open this up to questions from stockholders. As a reminder, stockholders who wish to ask a question may do so by typing the question where indicated on the webcast portal and clicking the Submit button. Thank you. As there are no questions, we will conclude our Q and A session. If you do have further questions, please feel free to reach out to our Investor Relations department. You can find our contact details at www.yelpir.com. Thank you all for attending our annual meeting and for your continued support. This now concludes the meeting. Thank you for joining, and have a pleasant day.