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Yelp (YELP) expands stock purchase plan and names new Chief Product Officer

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Yelp Inc. reported results from its 2026 Annual Meeting and changes to its employee stock purchase plan and product leadership. Stockholders approved an amendment to the 2012 Employee Stock Purchase Plan to add 2,100,000 shares available for purchase, with the Restated ESPP effective June 5, 2026.

All nine director nominees were elected, each receiving at least 96.9% of votes cast in favor, and Deloitte & Touche LLP was ratified as auditor with 99.4% support. Stockholders also approved, on an advisory basis, named executive officer compensation with 93.7% support and approved the Restated ESPP with 99.3% support.

Separately, Yelp disclosed that Chief Product Officer Craig Saldanha will step down effective July 3, 2026, after more than four years with the company. Senior Vice President, Product Akhil Kuduvalli Ramesh will assume the role of Chief Product Officer following that date.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ESPP Share Increase 2,100,000 shares Additional shares available under Restated ESPP effective June 5, 2026
Director support high end 99.7% Votes in favor for director Logan Green
Director support low end 96.9% Votes in favor for director Diane Irvine
Auditor ratification support 99.4% Votes in favor of Deloitte & Touche LLP
Say-on-pay support 93.7% Advisory approval of named executive officer compensation
Restated ESPP approval 99.3% Votes in favor of Restated ESPP
Auditor votes for 50,756,544 Votes for ratifying Deloitte & Touche LLP
Broker non-votes common items 6,466,581 Broker non-votes on director, pay, ESPP proposals
Employee Stock Purchase Plan financial
"to approve the amendment and restatement of the Yelp Inc. 2012 Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Restated ESPP financial
"as amended and restated, the “Restated ESPP”) to increase the maximum number of shares"
broker non-votes financial
"including the number of votes cast for and against each matter, and, if applicable, the number of abstentions and broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
named executive officers financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"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"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"voted at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
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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)
Delaware001-3544420-1854266
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.000001 per shareYELPNew 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 NameVotes For
Votes Against
AbstentionsBroker Non-VotesPercentage of Votes In Favor
Fred D. Anderson, Jr.43,614,940920,00538,3096,466,58197.9%
Christine Barone44,318,372240,91713,9656,466,58199.5%
Robert Gibbs43,574,293984,14314,8186,466,58197.8%
Logan Green44,403,303155,14814,8036,466,58199.7%
Diane Irvine
43,163,2591,395,24014,7556,466,58196.9%
Dan Jedda
44,378,245180,19514,8146,466,58199.6%
Sharon Rothstein43,903,963648,50720,7846,466,58198.5%
Jeremy Stoppelman44,138,944420,40413,9066,466,58199.1%
Tony Wells44,302,948255,69414,6126,466,58199.4%
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 ForVotes AgainstAbstentionsBroker Non-VotesPercentage of Votes In Favor
50,756,544234,42748,86499.4%



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 ForVotes AgainstAbstentionsBroker Non-VotesPercentage of Votes In Favor
41,743,1222,796,71733,4156,466,58193.7%
The Company’s stockholders approved the Restated ESPP. The voting results were as follows:
Votes ForVotes AgainstAbstentions
Broker Non-Votes
Percentage of Votes In Favor
44,278,578276,17218,5046,466,58199.3%
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription
10.1
Amended and Restated Yelp Inc. 2012 Employee Stock Purchase Plan.
104Cover 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, 2026YELP INC.
By:/s/ David Schwarzbach
David Schwarzbach
Chief Financial Officer

FAQ

What change did Yelp (YELP) make to its Employee Stock Purchase Plan?

Yelp stockholders approved a Restated Employee Stock Purchase Plan adding 2,100,000 shares available for purchase. The Restated ESPP was adopted by the Compensation Committee and became effective June 5, 2026 following stockholder approval at the 2026 Annual Meeting.

Which directors were elected at Yelp (YELP)'s 2026 Annual Meeting?

All nine nominees were elected: Fred D. Anderson, Jr., Christine Barone, Robert Gibbs, Logan Green, Diane Irvine, Dan Jedda, Sharon Rothstein, Jeremy Stoppelman, and Tony Wells. Each received at least 96.9% of votes cast in favor by Yelp stockholders.

Who is leaving and who will become Chief Product Officer at Yelp (YELP)?

Craig Saldanha will step down as Chief Product Officer effective July 3, 2026 after more than four years. Senior Vice President, Product Akhil Kuduvalli Ramesh has been appointed to serve as Chief Product Officer following Saldanha’s departure from the role.

Did Yelp (YELP) stockholders approve executive compensation in 2026?

Yes. Yelp stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. The proposal received 41,743,122 votes for, 2,796,717 against, and 33,415 abstentions, representing 93.7% of votes cast in favor, excluding broker non-votes.

Which auditor did Yelp (YELP) stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as Yelp’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received 50,756,544 votes for, 234,427 against, and 48,864 abstentions, corresponding to 99.4% of votes cast in favor.

How strongly did Yelp (YELP) stockholders support the Restated ESPP?

Yelp stockholders approved the Restated Employee Stock Purchase Plan with 44,278,578 votes for, 276,172 against, and 18,504 abstentions. This translated to 99.3% of votes cast in favor, excluding 6,466,581 broker non-votes reported in the meeting results.

Filing Exhibits & Attachments

4 documents