Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On March 10, 2022, Brian Sharples notified the board of directors (the "Board")
of Yelp Inc. (the "Company") of his decision not to stand for re-election
following the end of his current term on June 2, 2022. Mr. Sharples is an
independent Class I director and a member of the Audit Committee of the Board.
Mr. Sharples indicated that his decision not to stand for re-election was not a
result of any disagreement with the Company on any matter related to the
Company's operations, policies or practices.
Appointment of Director
On March 11, 2022, the Board, upon the recommendation of the Nominating and
Corporate Governance Committee of the Board, increased the size of the Board
from nine to ten directors and appointed Chris Terrill to fill the newly created
directorship, effective immediately. Mr. Terrill will serve as a Class I
director on the Board until the Company's 2022 Annual Meeting of Stockholders
and until his successor has been duly elected and qualified, or until his
earlier death, resignation or removal. Mr. Terrill will serve as a member of the
Nominating and Corporate Governance Committee of the Board.
In connection with his election, Mr. Terrill will be entitled to receive the
Company's standard compensation for non-employee directors, as described in the
Company's definitive proxy statement on Schedule 14A filed with the Securities
and Exchange Commission ("SEC") on April 23, 2021, including (a) a stock option
to purchase shares of the Company's common stock, valued at $162,500, and (b)
restricted stock units covering shares of the Company's common stock valued at
$162,500.
The Company also intends to enter into a standard form of indemnification
agreement (the "Indemnification Agreement") with Mr. Terrill in connection with
his appointment to the Board. The Indemnification Agreement provides, among
other things, that the Company will indemnify Mr. Terrill under the
circumstances and to the extent provided for therein, for certain expenses he
may be required to pay in connection with certain claims to which he may be made
a party by reason of his position as a director of the Company, and otherwise to
the fullest extent permitted under Delaware law and the Company's Amended and
Restated Bylaws. The foregoing is only a brief description of the
Indemnification Agreement, does not purport to be complete and is qualified in
its entirety by the Company's standard form of indemnification agreement,
previously filed as Exhibit 10.6 to the Company's Registration Statement on Form
S-1 (No. 333-178030), as amended, on February 3, 2012.
There are no arrangements or understandings between Mr. Terrill and any other
persons pursuant to which he was elected as a director of the Company. There are
no family relationships between Mr. Terrill and any other director or executive
officer of the Company and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K
promulgated by the SEC.
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