Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal
Year.
At the 2020 Annual Meeting of Stockholders (the "Annual Meeting") of Yelp Inc.
(the "Company") held on July 1, 2020, the Company's stockholders approved an
amendment to the Company's amended and restated certificate of incorporation
(the "Certificate of Amendment") to declassify the Company's board of directors
(the "Board") and provide for the annual election of directors after the
expiration of their respective current terms. The Certificate of Amendment was
previously approved by the Board, subject to approval by the Company's
stockholders, and became effective upon filing with the Delaware Secretary of
State on July 2, 2020. Pursuant to the terms of the Certificate of Amendment,
the directors elected at or prior to the Annual Meeting will continue to serve
out the remaining portion of their three-year terms, but directors elected after
the Annual Meeting will be elected to one-year terms. Accordingly, the entire
Board will be elected on an annual basis at the 2023 Annual Meeting of
Stockholders and at each annual meeting of stockholders thereafter.
In addition, the Board previously approved an amendment and restatement of the
Company's bylaws (as amended and restated, the "Bylaws"), which became effective
upon the effectiveness of the Certificate of Amendment. The amendments consist
of conforming changes to reflect the phased declassification of the Board as
well as the designation of the U.S. federal district courts as the exclusive
forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act of 1933, as amended, unless the Company consents in
writing to the selection of an alternative forum.
Copies of the Certificate of Amendment and the Bylaws are filed as Exhibit 3.1
and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are
incorporated by reference herein. The foregoing descriptions of the Certificate
of Amendment and the Bylaws do not purport to be complete and are qualified in
their entirety by reference to the full text of the Certificate of Amendment and
the Bylaws.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 1, 2020, the Company held the 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 Company's definitive proxy statement
on Schedule 14A filed with the Securities and Exchange Commission on May 21,
2020 (the "Proxy Statement"). There were 71,889,796 shares of the Company's
common stock outstanding on May 4, 2020, the record date for the Annual Meeting.
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 two nominees for Class II director was elected to serve until the
Company's 2023 Annual Meeting of Stockholders, or until her successor has been
duly elected and qualified. The voting results were as follows:
                                                                                                                         Percentage of Votes
       Director Name             Votes For          Votes Withheld         Abstentions           Broker Non-Votes             In Favor
      Diane M. Irvine            55,417,230             619,722                 -                   7,187,041                   98.9%
     Christine Barone            55,703,561             333,391                 -                   7,187,041                   99.4%



The Company's stockholders ratified the selection by the Audit Committee of the
Board of Deloitte & Touche LLP as the Company's independent registered public
accounting firm for the year ending December 31, 2020. The voting results were
as follows:
                                                                                                          Percentage of Votes In
       Votes For              Votes Against              Abstentions              Broker Non-Votes                Favor
      60,299,368                2,857,738                   66,887                       -                        95.4%



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:
                                                                                                          Percentage of Votes In
       Votes For              Votes Against              Abstentions              Broker Non-Votes                Favor
      53,087,549                2,847,054                  102,349                   7,187,041                    94.7%






--------------------------------------------------------------------------------

The Company's stockholders approved the Certificate of Amendment. The voting
results were as follows:
                                                                                                         Percentage of Outstanding
       Votes For              Votes Against              Abstentions              Broker Non-Votes         Shares Voted In Favor
      55,843,655                 179,573                    13,724                   7,187,041                     77.7%

Item 9.01. Financial Statements and Exhibits.



(d)

  Exhibit No.          Exhibit Description
                         Amended and Restated Certificate of Incorporation of Yelp Inc., as
      3.1              Amended.
      3.2                Amended and Restated Bylaws of Yelp Inc.
      104              Cover Page Interactive Data File (embedded within

the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses