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): April 15, 2016

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:

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

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

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

 
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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 April 15, 2016, the Board of Directors (the “Board”) of Yelp Inc. (the “Company”) appointed Charles “Lanny” Baker as the Company’s Chief Financial Officer, effective as of May 9, 2016. Mr. Baker’s employment with the Company commenced on April 18, 2016 and he will serve as an advisor to the Company until his effective start date as Chief Financial Officer. Rob Krolik will continue as the Company’s Chief Financial Officer through May 8, 2016, after which date he will remain employed by the Company in an advisory capacity, as previously disclosed, through the earlier of (a) the date he begins providing similar executive management services to another company or (b) December 15, 2016.

Mr. Baker, 49, previously served as chief executive officer and president of ZipRealty, Inc., an online real estate brokerage and technology company, from September 2010 through March 2016. He also served as executive vice president and chief financial officer of ZipRealty from December 2008 to September 2010. ZipRealty was acquired by Realogy Holdings, Inc. in August 2014. From June 2007 to December 2008, Mr. Baker was an independent investor. From March 2005 to June 2007, he served as senior vice president and chief financial officer of Monster Worldwide, Inc., which operates the employment website monster.com. From 1993 to 2005, Mr. Baker held various positions at Salomon Brothers (subsequently Salomon Smith Barney, then Citigroup), including managing director in the Equity Research Department. Mr. Baker currently serves on the board of XO Group, Inc., a life stage consumer Internet and media company, where he chairs the Audit and Nominating and Corporate Governance Committees. He also served as a director and chairman of the Audit Committee of HomeAway, Inc., an online vacation rental company, from 2011 to December 2015, when it was acquired by Expedia, Inc. Mr. Baker holds a B.A. from Yale College and holds the designation of Chartered Financial Analyst.

There are no arrangements or understandings between Mr. Baker and any other persons pursuant to which he was selected as Chief Financial Officer. There are no family relationships between Mr. Baker and any 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 under the Securities Act of 1933, as amended.

On April 15, 2016, the Company entered into an employment offer letter (the “Offer Letter”) with Mr. Baker establishing his compensation, as follows:

Base Salary. Mr. Baker’s annual base salary will be $325,000.

Equity Compensation. The Board granted Mr. Baker a restricted stock unit award covering 129,038 shares of the Company’s Class A common stock (the “RSUs”), which vest over four years, with 25% of the RSUs vesting on May 20, 2017 and the remainder vesting ratably on a quarterly basis over the following three years. The Board also granted Mr. Baker an option to purchase 281,150 shares of the Company’s Class A common stock (the “Option,” and together with the RSUs, the “Equity Awards”), which vests over four years, with 25% of the shares subject to the Option vesting after his first year of employment, and the remainder vesting ratably on a monthly basis over the following three years.

The Board granted the Equity Awards pursuant to, and in accordance with the terms and conditions of, the Company’s 2012 Equity Incentive Plan, as amended (the “Plan”), the forms of RSU Agreement and Grant Notice (together, the “RSU Agreement”) and the forms of Option Agreement and Grant Notice (together, the “Option Agreement”) previously filed with the U.S. Securities and Exchange Commission (the “SEC”). The grant date of the Equity Awards will be May 1, 2016, and the exercise price of the Option will be the closing price of the Company’s Class A common stock as reported on the New York Stock Exchange on that date, representing the fair market value of the Company’s Class A common stock on the date of grant as determined under the terms of the Plan.

Severance Arrangements. Mr. Baker will be eligible to participate in the Company’s Executive Severance Benefits Plan, established effective January 6, 2012 (the “Severance Plan”), previously filed with the SEC. Under the Severance Plan, if Mr. Baker suffers an involuntary termination without cause or a constructive termination (each as defined in the Severance Plan), and provided that he signs a release of claims and complies with continuing obligations of confidentiality, he will be eligible to receive (i) a lump sum cash payment equal to one year of his then-current base salary, (ii) a lump sum bonus payment equal to the actual cash bonus amount he would have earned for the year in which the termination occurred, if any, based on the Company’s actual performance and (iii) six months of Company-paid health insurance coverage. In the event he suffers an involuntary termination without cause or a constructive termination in the same year as a change in control, the lump sum bonus payment will be equal to the cash bonus amount he would have earned if the Company had achieved all of the goals under the bonus plan in the year in which the termination occurred. In addition, if he experiences an involuntary termination without cause or constructive termination on or within 12 months following a change in control, he will receive accelerated vesting of 50% of the number of unvested shares subject to his then-outstanding equity awards.


The foregoing is only a brief description of the Offer Letter, Equity Awards and Severance Plan, does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, Plan, RSU Agreement, Option Agreement and Severance Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number   Description
10.1      Employment Offer Letter, dated April 15, 2016, between the Company and Charles Baker.


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: April 21, 2016 YELP INC.
 
By:     /s/ Laurence Wilson
Laurence Wilson
Senior Vice President & General Counsel


INDEX TO EXHIBITS

Exhibit Number        Description
10.1 Employment Offer Letter, dated April 15, 2016, between the Company and Charles Baker.


April 15, 2016

Dear Lanny,

Yelp Inc., a Delaware corporation (the “Company” or “Yelp”), is pleased to offer you employment on the following terms:

1.      Position. Your employment will start on a mutually agreeable date no later than April 22, 2016, and you will initially serve as Advisor to the Company. On May 9, 2016, you will become the Company’s Chief Financial Officer. You will report to the Company’s Chief Executive Officer throughout. You will work primarily in San Francisco, although you may be required to work at other Yelp offices and locations from time to time. The Company may change your title, reporting relationship and work location at its discretion.
 
2. Salary. The annualized salary for this position is $325,000 (as adjusted from time to time, your “Salary”), less all applicable deductions and withholdings, payable pursuant to our regular payroll policy. Your Salary is subject to periodic review and adjustment in accordance with the Company’s policies as in effect from time to time. This is an exempt position, and your Salary is intended to cover all hour worked.
 
3. Incentive Compensation & Benefits. You are eligible to participate in the incentive compensation programs, insurance programs and other employee benefit plans established by the Company for its employees from time to time, in accordance with the terms of those programs and plans. The Company reserves the right to change the terms of its programs and plans at any time.
 
4. Equity Compensation. Yelp will recommend that its board of directors (or a committee thereof) grant you restricted stock units covering 129,038 shares of Yelp’s Class A common stock (the “RSUs”). If granted, the RSUs will vest according to a four - year vesting schedule, with 25% of the RSUs vesting on May 20, 2017, and the remaining shares vesting ratably on a quarterly basis over the following three years.
 
Yelp will also recommend that its board of directors (or a committee thereof) grant you an option to purchase 281,150 shares of Yelp’s Class A common stock (the “Option”). If granted, the shares underlying the Option will vest according to a four - year vesting schedule, with 25% of the shares vesting at the end of your first year of employment, and the remaining shares vesting ratably on a monthly basis over the following three years.
 
Please note that the vesting of the RSUs and Option is conditioned on your continued service with Yelp through each vesting date. The RSUs and Option will also be subject to the terms of Yelp’s stock plan and separate Restricted Stock Unit and Stock Option Agreements between you and Yelp.
 
5. Executive Severance Plan. You will be eligible to participate in the Yelp Executive Severance Benefit Plan, subject to the terms and conditions thereof.
 
6. Confidentiality. As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, you will be required to sign and comply with our standard Confidentiality and Invention Assignment Agreement (“Confidentiality Agreement”) as a condition of your employment.
 
7. Dispute Resolution. We sincerely hope that no dispute will arise between us. If a dispute should arise, it will be subject to our Dispute Resolution Policy, unless you timely opt - out as described therein.
 

8. Conditions. This offer is conditioned on you successfully passing our background and reference checks, and you providing proof of your identity and ability to work legally within the United States. You agree to provide any documentation or information at the Company’s request to facilitate these processes.
 
9. At - Will Employment. While we look forward to a long and successful relationship, your position with Yelp will be “at - will.” This means that both you and Yelp may terminate your employment at any time, with or without cause, and with or without advance notice. However, given the prominent nature of your role with the Company, we ask that you provide a minimum of sixty (60) days advance notice if you decide to terminate your employment relationship with Yelp. During this time, we would expect you to perform your customary job duties and assist, as requested by Yelp, in transitioning outstanding projects, tasks and relationships to other Yelp personnel. That said, nothing in this paragraph is intended to alter your at - will employment relationship with Yelp.
 
This letter contains the entire agreement between you and Yelp regarding the right and ability of either you or Yelp to terminate your employment. Any statements or representations contradicting any provision of this letter should be regarded by you as ineffective. In addition, your participation in any stock incentive or benefit program is not to be regarded as assuring you of continued employment for any particular period of time. Any modification or change in your at - will employment status may occur only by way of a written agreement signed by you and an authorized member of the board of directors.
 
10. Representation. By signing below, you represent that taking and performing the position Yelp is offering you will not violate the terms of any agreements you may have with others, including any former employers. You also represent that you have disclosed to Yelp any contract you have signed that might restrict your activities on behalf of Yelp.
 
11.      Entire Agreement. This letter, together with the Confidentiality Agreement, will form the complete and exclusive statement of your employment agreement (“Employment Agreement”) with Yelp. The Employment Agreement supersedes any other agreements, promises or representations made to you by anyone, whether oral or written, regarding the subject matter of the Employment Agreement. The Employment Agreement cannot be changed except in a written agreement signed by you and a duly authorized officer of Yelp.

We look forward to you joining us! Please sign the bottom of this letter and return it to accept this offer. This offer will terminate if we do not receive confirmation of your acceptance by April 22, 2016.

Sincerely,

Jeremy Stoppelman
Chief Executive Officer & Director, Yelp Inc.

I have read and understood this offer 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 my employment offer except as specifically set forth above.

/s/ Charles Baker April 15, 2016
Charles (Lanny) Baker Date