0001345016false00013450162026-06-052026-06-05
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): June 5, 2026
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.) |
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.
Approval of Amendment and Restatement of Employee Stock Purchase Plan
As described below under Item 5.07 of this Current Report on Form 8-K, on June 5, 2026, the stockholders of Yelp Inc. (the “Company”) voted at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to approve the amendment and restatement of the Yelp Inc. 2012 Employee Stock Purchase Plan, as amended (the “ESPP” and, as amended and restated, the “Restated ESPP”) to increase the maximum number of shares available for purchase under the ESPP by 2,100,000 shares, subject to adjustment for certain changes in the Company’s capitalization. The Restated ESPP was adopted by the Compensation Committee of the Company’s Board of Directors on April 10, 2026, subject to the approval of the Company’s stockholders, and became effective on June 5, 2026.
Additional details regarding the Restated ESPP are included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026 (the “Proxy Statement”).
This description of the Restated ESPP is qualified in its entirety by reference to the full text of the Restated ESPP, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Officer Resignation
On June 8, 2026, Craig Saldanha notified the Company of his decision to step down from his position as Chief Product Officer, effective July 3, 2026, after more than four years with the Company. Akhil Kuduvalli Ramesh, the Company’s Senior Vice President, Product has been appointed to serve as Chief Product Officer following such date.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2026, the Company held its Annual Meeting via a live audio webcast. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Proxy Statement. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter, and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Each of the nine nominees for director was elected to serve until the Company’s 2027 Annual Meeting of Stockholders, or until his or her successor has been duly elected and qualified. The voting results were as follows:
| | | | | | | | | | | | | | | | | |
| Director Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | Percentage of Votes In Favor |
| Fred D. Anderson, Jr. | 43,614,940 | 920,005 | 38,309 | 6,466,581 | 97.9% |
| Christine Barone | 44,318,372 | 240,917 | 13,965 | 6,466,581 | 99.5% |
| Robert Gibbs | 43,574,293 | 984,143 | 14,818 | 6,466,581 | 97.8% |
| Logan Green | 44,403,303 | 155,148 | 14,803 | 6,466,581 | 99.7% |
Diane Irvine | 43,163,259 | 1,395,240 | 14,755 | 6,466,581 | 96.9% |
Dan Jedda | 44,378,245 | 180,195 | 14,814 | 6,466,581 | 99.6% |
| Sharon Rothstein | 43,903,963 | 648,507 | 20,784 | 6,466,581 | 98.5% |
| Jeremy Stoppelman | 44,138,944 | 420,404 | 13,906 | 6,466,581 | 99.1% |
| Tony Wells | 44,302,948 | 255,694 | 14,612 | 6,466,581 | 99.4% |
The Company’s stockholders ratified the selection made by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:
| | | | | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | Percentage of Votes In Favor |
| 50,756,544 | 234,427 | 48,864 | — | 99.4% |
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:
| | | | | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | Percentage of Votes In Favor |
| 41,743,122 | 2,796,717 | 33,415 | 6,466,581 | 93.7% |
The Company’s stockholders approved the Restated ESPP. The voting results were as follows:
| | | | | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | Percentage of Votes In Favor |
| 44,278,578 | 276,172 | 18,504 | 6,466,581 | 99.3% |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| | |
| 104 | | Cover Page Interactive Data File (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: | June 10, 2026 | YELP INC. |
| | By: | /s/ David Schwarzbach |
| | | David Schwarzbach |
| | | Chief Financial Officer |