Yelp (YELP) Proxy filing summary

Voting matters and shareholder proposals

• Election of nine directors, each recommended by the board for approval.

• Ratification of Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 31, 2026.

• Advisory approval of named executive officer compensation as disclosed in the proxy statement.

• Approval of the amendment and restatement of the 2012 Employee Stock Purchase Plan.

• Proxyholders have discretionary authority to vote on other business or substitute nominees if needed.

Board of directors and corporate governance

• Board recommends all director nominees for election at the annual meeting.

• The annual meeting will be held virtually on June 5, 2026, at 9:00 AM PDT.

Audit committee and external auditor matters

• Deloitte & Touche LLP proposed for ratification as independent registered public accounting firm for 2026.