Yelp (YELP) Proxy filing summary

Executive summary

• Achieved record net revenue of $1.46 billion and net income of $146 million in 2025, driven by growth in Services categories and AI-powered product innovation.

• Introduced over 55 new products and features, including AI-driven tools like Yelp Assistant and Menu Vision, enhancing user and business experiences.

• Repurchased $292 million in shares in 2025, with cumulative repurchases nearing $2.0 billion; continued share buybacks in 2026.

• Maintained strong governance, appointing Logan Green to the Board and updating stock ownership guidelines for officers and directors.

Voting matters and shareholder proposals

• Election of nine directors to serve until the 2027 Annual Meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendment and restatement of the 2012 Employee Stock Purchase Plan (ESPP), increasing share reserve by 2,100,000 shares.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; independent Chairperson separate from CEO.

• All committees (Audit, Compensation, Nominating) are 100% independent.

• Board refreshment ongoing, with two new independent directors since 2024.

• Annual board and committee self-evaluations, robust stockholder engagement, and proxy access provisions.