Good morning and welcome to Yelp Inc's 2026 Annual Meeting of Stockholders. I will now turn the conference over to Diane Irvine. Please go ahead.
Thank you and good morning. Welcome and thanks for joining us for Yelp's 2026 Annual Meeting of Stockholders. I'm Diane Irvine, Chair of the Yelp Board of Directors. I will act as Chair of this annual meeting, which I now call to order. Our agenda will start with the business set forth in the proxy statement. After the formal part of the meeting, we'll conclude with a Q&A session. Let me start by introducing the other members of our Board of Directors who are with us today. Jeremy Stoppelman, our Chief Executive Officer, Fred Anderson, Christine Barone, Robert Gibbs, Logan Green, Dan Jedda, Sharon Rothstein, and Tony Wells. Aaron Schur, our Chief Legal Officer and Corporate Secretary, is also here with us today, and he will act as Chair of the meeting in the event any issues arise that prevent me from performing the duties of Chair.
We are also joined by Tina Sunseri of Deloitte & Touche, Yelp's independent registered public accounting firm, who is available to respond to appropriate questions. Finally, I'd like to introduce David Peinsipp of Cooley, Yelp's outside counsel, who will act as the Inspector of Election for this meeting and tabulate the results of the voting. Mr. Peinsipp 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.
I will now turn the meeting over to Aaron to report on the mailing of the notice for this meeting and to confirm whether we have a quorum.
Thanks, Diane. On April 17th, 2026, a notice of this annual meeting was properly mailed or otherwise made available to all stockholders of record as of the close of business on April 7th, 2026, the record date of this meeting. I've been advised by the Inspector of Election that the holders of shares representing approximately 91.4% of the outstanding shares of our common stock entitled to vote are represented by proxy here today, which constitutes a quorum. Accordingly, this meeting is authorized to transact the business set forth in the notice and proxy statement.
Thank you. We'll now proceed with the formal business of this meeting. There are four proposals to be considered by stockholders today. Each proposal, as well as information about the board's recommendation for each proposal, is described in the proxy statement. I will now review the proposals, and we will then invite questions from stockholders before reviewing the voting procedures. The first item of business is to elect nine directors to serve until our next annual meeting. The director nominees are Fred Anderson, Christine Barone, Robert Gibbs, Logan Green, Dan Jedda, Sharon Rothstein, Jeremy Stoppelman, Tony Wells, and myself, Diane Irvine. The board recommends a vote for the election of each of the nominated directors. The qualifications of each nominee and additional information regarding our board are set forth in the proxy statement.
The second item of business is to ratify the selection of Deloitte & Touche as our independent registered public accounting firm for the year ending December 31st, 2026. The board recommends a vote for this proposal. The third item of business is the advisory vote on a resolution approving the compensation of our named executive officers as disclosed in the proxy statement pursuant to the compensation rules of the SEC. The board recommends a vote for this resolution. The fourth item of business is the approval of the amended and restated Yelp Inc 2012 Employee Stock Purchase Plan, as described in the proxy statement. The board recommends a vote for this proposal. That was the final proposal for today's meeting. We welcome questions from stockholders at this time.
If there are no questions, Aaron will now describe the voting procedures.
Voting today is by proxy and electronic ballot. Each share of common stock is entitled to one vote. 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. Any stockholder present who has not voted or who wishes to change their vote may do so by using the voting link on the meeting website and following the instructions provided. We will leave the polls open for approximately two minutes to allow anyone who chooses to vote to cast ballots. It is now 9:05 A.M. Pacific Time, and the polls are open for voting. The two minutes begins now. The time is now 9:08 A.M., and the polls are now closed for voting.
Thank you. Aaron, would you provide the results of the voting?
Based on the preliminary results tabulated by the Inspector of Election, each of the nine director nominees has been elected to the Board of Directors. The selection of Deloitte & Touche as our independent registered public accounting firm for 2026 has been ratified. The resolution concerning the advisory vote on the executive compensation of Yelp's named executive officers has been approved, and Yelp's amended and restated 2012 Employee Stock Purchase Plan has been approved. The final results, including any votes cast at this meeting, will be filed with the Securities and Exchange Commission on a Form 8-K within four business days.
Thank you. There are no other items of business on the agenda, so this concludes the formal part of today's meeting, and the annual meeting is now adjourned. We will now move to our Q&A session, and I'd like to invite David Schwarzbach, our Chief Financial Officer, Jed Nachman, our Chief Operating Officer, and Kate Krieger , our Director of Investor Relations, to join us in answering your questions.
I will now turn it over to Kate for a brief statement before we begin.
Thanks, Diane. We will do our best to respond to the questions received in the time permitted. 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 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 annual report on Form 10-K, filed with the SEC on February 27, 2026, and our quarterly report on Form 10-Q, filed with the SEC on May 8th, 2026. 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.
If there are no questions, we will conclude our Q&A session. If you have any further questions, please feel free to reach out to our investor relations department. You can find our contact details at www.yelp-ir.com. Thank you for attending our annual meeting and for your continued support.
This concludes today's meeting. Thank you all for joining, and you may now disconnect. Everyone, have a great day.