UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2014

YELP INC.
(Exact name of registrant as specified in its charter)

Delaware       001-35444       20-1854266
(State of incorporation)   (Commission File No.)   (IRS Employer Identification No.)

140 New Montgomery Street, 9 th Floor
San Francisco, CA 94105
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (415) 908-3801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

c Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

c Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

c Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

c Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

      On May 21, 2014, the Compensation Committee of the Board of Directors (the “Board”) of Yelp Inc. (the “Company”) unanimously approved the terms of a letter agreement (the “Letter Agreement”) with Joseph Nachman, the Company’s Senior Vice President of Revenue, regarding the conclusion of his secondment to Yelp UK Ltd., his return to the United States and his continued employment with the Company upon his return. Pursuant to the Letter Agreement, Mr. Nachman’s secondment will terminate, and he will resume working directly for the Company in the United States, on June 16, 2014 (the “Return Date”).

      Upon Mr. Nachman’s return to the United States, the terms of his employment will revert to those set forth in the Amended and Restated Offer Letter, dated February 3, 2012, by and between Mr. Nachman and the Company, and the terms of the Secondment Agreement, dated April 25, 2012, by and between Mr. Nachman and the Company (the “Secondment Agreement”), will cease to apply. Accordingly, as of the Return Date, Mr. Nachman will no longer be entitled to the benefits provided for under the Secondment Agreement, including his cost of living adjustment, monthly stipend and travel benefits. He will instead be entitled to receive an annual base salary of $325,000 and the Company’s standard U.S. benefits package.

      Mr. Nachman will be entitled to certain relocation benefits under the Letter Agreement: (i) one consultation with a tax preparer prior to the Return date, paid for by the Company; (ii) certain moving expenses as set forth in the Letter Agreement; (iii) $2,000 for miscellaneous moving expenses; (iv) travel expenses for him and his family from London to the United States; and (v) 30 days of corporate housing upon his return. These relocation benefits replace the $9,000 one-time moving cost reimbursement provided for in the Secondment Agreement. In addition, the Company will continue to pay for the preparation of Mr. Nachman’s tax returns and tax equalization settlement calculations for tax years affected by his secondment in accordance with the Company’s tax equalization policy.

      The foregoing description is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached hereto as Exhibit 99.1

Item 5.07. Submission of Matters to a Vote of Security Holders.

      On May 21, 2014, the Company held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) at The St. Regis San Francisco located at 125 3 rd Street, San Francisco, California 94103. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 11, 2014 (the “Proxy Statement”). 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 three nominees for Class II director was elected to serve until the Company’s 2017 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:

Percentage of Votes in
Director Name       Votes For       Votes Withheld       Broker Non-Votes       Favor
Diane Irvine 115,101,542 399,372   11,220,874 90.8%
Max Levchin 114,121,817     1,379,097   11,220,874 90.1%
Mariam Naficy 115,273,166 227,748   11,220,874   91.0%

      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, 2014. The voting results were as follows:

Percentage of Votes in
Votes For       Votes Against       Abstentions       Broker Non-Votes       Favor
122,464,248 4,094,514   163,026   —   96.6%

      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
115,023,862 347,461   129,591   11,220,874   90.8%


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number       Description
99.1  

Letter Agreement, dated May 22, 2014, by and between Joseph Nachman and the Company.



SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 28, 2014       YELP INC.
  
By:      /s/ Laurence Wilson
  Laurence Wilson
Senior Vice President and General Counsel


INDEX TO EXHIBITS

Exhibit Number       Description
99.1  

Letter Agreement, dated May 22, 2014, by and between Joseph Nachman and the Company.



May 21, 2014

Mr. Joseph (Jed) Nachman

      Re:       Conclusion of Secondment and Return to United States

Dear Jed:

We are pleased that you will be returning to the United States following the completion of your secondment to Yelp UK Ltd. (“ Yelp UK ”). This letter confirms the details of your relocation and the terms and conditions of your continuing employment with Yelp Inc. (the “ Company ”) upon your return.

1. Termination of Secondment.

Pursuant to section E of that certain Secondment Agreement, dated April 25, 2012, by and between you and the Company (the “ Secondment Agreement ”), your secondment will terminate, and you will resume working for the Company as its Senior Vice President of Revenue, on June 16, 2014 (the “ Return Date ”) unless (a) you resign voluntarily or (b) the Company terminates your employment earlier.

On the Return Date, the terms of the Secondment Agreement shall immediately and automatically cease to apply to you (save for any ongoing obligations you will continue to owe Yelp UK under the terms of the Proprietary Information Agreement and Assignment of Inventions Agreement) and, except as otherwise set forth in this letter, the terms of your employment will revert to the terms of your Amended and Restated Terms of Employment by Yelp! Inc. dated February 2, 2012 and signed by you on February 3, 2012 (the “ Offer Letter ”). Accordingly, the monthly stipend, cost of living adjustment and travel benefits provided for in your Secondment Agreement will terminate as of the Return Date. Similarly, your CIGNA International health insurance will terminate and the Company’s standard U.S. benefits package will be made available to you as of that date.

2. Tax Preparation Services.

Notwithstanding the previous paragraph, following the termination of your secondment, the Company will continue to designate a tax return preparer and pay for the preparation of required tax returns and tax equalization settlement calculations for you for all tax years affected by the secondment pursuant to its tax equalization policy. In this regard, you confirm that you will be responsible and liable for the submissions of all applicable foreign and U.S. tax returns (including state, federal and local returns) and that, for purposes of the Company’s tax equalization policy, you will either personally provide the Company with a copy of your completed tax returns applicable to the years of your secondment or allow the tax return preparer to provide this information directly to the Company for you.

3. Salary.

Effective as of the Return Date, your annual base salary is $325,000 per year (as adjusted from time to time, your “ Salary ”), less all applicable deductions required by law, which is payable at the times and in the installments consistent with the Company’s then-current payroll practice. As set forth in your Offer Letter, your Salary is subject to periodic review and adjustment in accordance with the Company’s policies in effect from time to time.

Yelp Inc. ● 140 New Montgomery Street, San Francisco, California 94105 ● Telephone: 415.908.3801 ● Fax: 415.908.3833


4. Office.

Upon your return to the United States, you will initially work in the Company’s New York office for a period of approximately 30 days. You will thereafter work primarily in the Company’s San Francisco office, although you may also be required to work at other Company offices and locations from time to time.

5. Relocation Benefits.

To facilitate your return and assist you in meeting the expenses of relocation, the Company will provide you with the following benefits:

      a.      

Tax consultation: the Company will cover the cost of one consultation with your tax preparer prior to the termination of your secondment.

 
b.

Moving expenses: the Company will cover the cost of moving your household goods and personal belongings through Interstate Moving Company, subject to the limitations described in Exhibit A .

 
c.

Miscellaneous expenses: $2,000 (net after applicable taxes) for miscellaneous moving expenses.

 
d.

Travel expenses: travel expenses from London to New York, including economy class airfare for you, your family and pet dog, excess baggage costs, ground transportation and initial entry duties.

 
e.

Corporate housing: 30 days of corporate housing upon your arrival in New York.

Provided that you complete the full term of your secondment, the relocation benefits set forth in this section 5 replace in its entirety the $9,000 one-time moving cost reimbursement provided for in section B of the Secondment Agreement (the “ Prior Relocation Benefits ”). In the event your employment ends prior to the Return Date, you will be entitled to the Prior Relocation Benefits subject to the limitations set forth in the Secondment Agreement.

These benefits set forth in this section 5 are conditioned on your remaining with the Company for one year following the termination of your secondment. In the event that your full-time employment with the Company terminates for any reason prior to the one-year anniversary of the Return Date, you will be responsible for refunding a pro-rata share of the costs incurred by the Company in providing such benefits on or before your last day of employment.

6. Conclusion.

Nothing in this letter is intended to affect the at-will status of your employment with the Company. Except as explicitly provided herein, the terms of your Offer Letter and Secondment Agreement remain in full force and effect.

None of the rights or obligations set forth in this letter may be assigned or transferred without the prior written consent of the other party. This letter will be governed by and construed in accordance with the laws of the State of California. You expressly agree that the laws of England and Wales do not apply. You agree that no claims or liabilities arise, and no payments or benefits will become due or payable, as a result of or in connection with the termination of the secondment with Yelp UK and any and all such claims or liabilities which may exist or arise are hereby settled and waived. Further, you agree that you have no outstanding claims or causes of action against Yelp UK in connection with your secondment with Yelp UK and that any and all such claims which may exist are hereby settled and waived. Amendments to this letter may only be made in writing and with the authority of the Company’s Chief Executive Officer.

Yelp Inc. ● 140 New Montgomery Street, San Francisco, California 94105 ● Telephone: 415.908.3801 ● Fax: 415.908.3833


7. Acceptance.

We look forward to your continued employment with the Company. Please confirm your agreement to the terms set forth in this letter by signing the enclosed copy in the space indicated and returning it to me.

Sincerely,

/s/ Jeremy Stoppelman

Jeremy Stoppelman
Chief Executive Officer, Yelp Inc.

I have read and understood this letter and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge that no other commitments were made to me as part of the terms of my continuing employment with the Company except as specifically set forth herein and in the Offer Letter.

/s/ Joseph Nachman May 22, 2014
   
Joseph Nachman Date

Yelp Inc. ● 140 New Montgomery Street, San Francisco, California 94105 ● Telephone: 415.908.3801 ● Fax: 415.908.3833


EXHIBIT A

Air Shipments

Sea/Surface Shipments

Yelp Inc. ● 140 New Montgomery Street, San Francisco, California 94105 ● Telephone: 415.908.3801 ● Fax: 415.908.3833