Yelp (YELP) Proxy Filing summary

Executive summary

• Achieved record net revenue of $1.41 billion and net income of $133 million in 2024, with strong growth in Services categories and continued product innovation, including over 80 new features and AI-powered tools. Earnings per share rose 40% year over year to $1.88 diluted.

• Enhanced governance with the appointment of a new director, updated guidelines for director eligibility, and continued board refreshment. Acquired RepairPal for $80 million and repurchased $251 million in shares, with ongoing buybacks in 2025.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, ratify Deloitte & Touche LLP as auditor for 2025, approve executive compensation on an advisory basis, and indicate preferred frequency for future say-on-pay votes (Board recommends annual).

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and FOR annual say-on-pay votes.

Board of directors and corporate governance

• Board will reduce to eight members post-meeting, with all but the CEO considered independent. Board committees (Audit, Compensation, Nominating) are 100% independent.

• Board refreshment continues, with three independent directors joining since 2020. Proxy access and majority voting with resignation policy are in place.

• Annual board and committee self-evaluations, updated stock ownership guidelines, and a robust code of conduct are maintained.