Edgar Filing: YELP INC - Form DEFA14A

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__)

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o		Soliciting Material Pursuant to § 240.14a-12

YELP INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 5, 2013.

YELP INC.

YELP INC.
706 MISSION STREET
SAN FRANCISCO, CA 94103

Meeting Information
Meeting Type: Annual Meeting
For holders as of: April 8, 2013
Date: June 5, 2013 Time: 9:00 AM PDT
Location:	The St. Regis San Francisco 125 3^rdStreet San Francisco, California 94103

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

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NOTICE PROXY STATEMENT ANNUAL REPORT

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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

The Board of Directors recommends you vote FOR all of the following nominees:

1.	Election of Directors

	Nominees:

	01)	Fred Anderson
	02)	Peter Fenton
	03)	Jeremy Levine

The Board of Directors recommends you vote FOR the following proposals:

2.	To approve the Yelp Inc. 2012 Equity Incentive Plan, as amended.

3.	To ratify the selection of Deloitte & Touche LLP as Yelp’s independent registered public accounting firm for the year ending December 31, 2013.

4.	To approve, on an advisory basis, the compensation of Yelp’s named executive officers, as disclosed in the accompanying proxy statement.

The Board of Directors recommends you vote every "1 YEAR" on the following proposal:

5.	To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of Yelp’s named executive officers.

NOTE: In their discretion, the proxyholders are authorized to vote upon such other business as may properly come before the meeting and any adjournment or postponement thereof.