YELP INC (YELP)
Sector: Communication
2026 Annual Meeting Analysis
YELP INC · Meeting: June 5, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since February 2011; the 3-year TSR trigger does not apply because Yelp's 3-year return (-9.1%) outperforms the disclosed peer group median (-25.6%) by +16.5pp, well below the 20pp underperformance threshold required to trigger a No vote; no overboarding, attendance, or independence concerns identified.
Director since March 2020; peer-group TSR trigger does not fire (Yelp outperforms peer median by +16.5pp over 3 years); Barone is a sitting CEO at Dutch Bros Coffee but holds only one outside public board seat (Yelp), so no overboarding concern; no attendance or independence issues.
Director since May 2012; peer-group TSR trigger does not apply given Yelp's +16.5pp outperformance of the peer median over 3 years; no overboarding, attendance, or independence concerns identified.
Director since August 2025, less than 24 months ago, so he is fully exempt from the TSR trigger under the new-director exemption; no overboarding, attendance, or independence concerns identified.
Director since November 2011 and independent Board Chair; peer-group TSR trigger does not apply given Yelp's +16.5pp outperformance of the peer median over 3 years; no overboarding, attendance, or independence concerns identified.
Director since March 2024, approximately 26 months; peer-group TSR trigger does not apply given Yelp's +16.5pp outperformance of the peer median over 3 years; no overboarding, attendance, or independence concerns identified.
Director since March 2019; peer-group TSR trigger does not apply given Yelp's +16.5pp outperformance of the peer median over 3 years; no overboarding, attendance, or independence concerns identified.
CEO and director since 2005; as an executive director he is subject to the same TSR trigger as all other directors, but the trigger does not fire because Yelp outperforms the peer group median by +16.5pp over 3 years, below the 20pp threshold; no other disqualifying flags.
Director since October 2020; peer-group TSR trigger does not apply given Yelp's +16.5pp outperformance of the peer median over 3 years; no overboarding, attendance, or independence concerns identified.
All nine director nominees receive a FOR vote. Although Yelp's stock has declined roughly 9% over the past three years, the company's performance actually outperforms the median of its own disclosed compensation peer group (which fell about 26% over the same period) by approximately 16.5 percentage points — well below the 20-point underperformance threshold required to trigger a No vote. New director Logan Green joined in August 2025 and is exempt from the TSR review. No overboarding, poor attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Jeremy Stoppelman
Total Comp
$10,256,932
Prior Support
94%%
The CEO's total reported compensation of approximately $10.3 million is reasonable for a CEO at a ~$1.7 billion market-cap internet/communications company, and 93% of his target pay is variable and tied to either company financial performance or stock value — well above the 50-60% minimum threshold the policy requires. The pay-for-performance alignment check also passes: Yelp's 3-year stock return outperforms its own peer group median by +16.5 percentage points, meaning above-benchmark incentive pay is not being paid out against a backdrop of relative underperformance. The company received 94% shareholder support on say-on-pay in 2025 and has a meaningful clawback policy in place, reinforcing confidence in the compensation program's design.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
19 yrs
Audit Fees
$2,463,000
Non-Audit Fees
$327,000
Deloitte has audited Yelp since 2007 (approximately 19 years), which is below the 25-year tenure threshold that would trigger a No vote. Non-audit fees (tax fees of $240,000 plus all other fees of $87,000, totaling $327,000) represent approximately 13% of audit fees ($2,463,000), well below the 50% threshold. Deloitte is a Big 4 firm appropriate for a $1.7 billion market-cap company. No material restatements were identified.
Overall Assessment
The 2026 Yelp annual meeting ballot contains four proposals: election of nine directors, ratification of Deloitte as auditor, an advisory say-on-pay vote, and approval of an employee stock purchase plan share increase. All standard proposals receive a FOR vote — the director slate passes the peer-relative TSR screen, the auditor's fees and tenure are within policy limits, and the executive compensation program is heavily performance-weighted with strong prior shareholder support.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing