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Yelp Issues Statement in Response to Investor Commentary

SAN FRANCISCO--(BUSINESS WIRE)--Dec. 10, 2018-- Yelp Inc. (“Yelp”) (NYSE:YELP), the company that connects people with great local businesses, today issued the following statement in response to media coverage of comments made by SQN Investors LP:

“While we generally do not comment on individual interactions with shareholders as a matter of corporate policy, Yelp maintains an ongoing dialogue with all of our shareholders and the broader investment community. Our investors have been a long-standing source of support, feedback and insight for Yelp. We value their investments and confidence and we welcome their input. Over the past three years, Yelp has had many interactions with SQN regarding our business and strategy. At SQN’s request, in addition to dialogue with independent directors and management, Yelp invited SQN founder Amish Mehta and his investing partner Rock Meng to participate in a meeting on Monday December 10, 2018 with our CEO Jeremy Stoppelman and CFO Lanny Baker. However, rather than agreeing to meet, SQN chose to make its approach public by providing a letter to the media before sharing it with the Yelp Board. Regardless, our Board and management team are committed to maintaining an open dialogue with SQN and hearing their perspectives. We look forward to reviewing their letter once SQN sends it to us. Our Board of Directors and management team are committed to acting in the best interests of our shareholders, customers and employees.

“Led by our independent chairwoman and other independent directors, our Board is active, open-minded and engaged and consists of established industry leaders with a wide range of skill sets relevant to Yelp. The Board also continues to review its own composition and practices in order to ensure robust oversight and contributions to Yelp’s strategy, priorities and execution. Yelp is committed to maintaining a highly relevant and diverse Board with the specific mix of skills and experience for our business that will help drive growth, facilitate oversight and deliver value for our shareholders. As such, the Board and Nominating and Corporate Governance Committee are in the process, with the support of a nationally-recognized director search firm, of considering potential skill sets and opportunities that would further strengthen and enhance our Board. We welcome investor input to the process.

“Yelp is well-positioned to capitalize on the opportunities before us and we are sharply focused on pursuing the right strategies to fortify that position and deliver sustained long-term growth. We are confident about the strategic initiatives we are executing, including continuing to evolve our business, targeting Restaurants and Home & Local Services categories as our strategic priorities, prioritizing enhanced product offerings and app features, diversifying our go-to-market strategies, divesting non-core businesses and leveraging partnerships where appropriate, reducing overseas investment and returning capital to shareholders. In addition to strategic and business actions, Yelp also took a new, well-received approach this year to our financial communications by writing quarterly letters to our investors to provide more transparency, context and clarity around our thinking.

“We also have strengthened our executive and operating team under our CEO with external leadership hires and internal promotions. Additionally, the Board’s Compensation Committee has sought to ensure that the compensation of management, and especially that of the CEO -- who is one of our largest shareholders, takes a $1.00 salary and is compensated with option-based equity awards -- is highly aligned with shareholders and subject to regular review.

“The Board regularly evaluates actions to unlock the full potential of our business, capital allocation alternatives and the evolving competitive and consumer landscape, including the recent profitable sale of the Eat24 business. In addition, our Board and management team continue to analyze how we can best accelerate our business model, optimize our investments in targeted growth initiatives, improve our cost and expense structure and capitalize on margin enhancement. The Board also recognizes Yelp stock as an investment opportunity and remains committed to returning value to shareholders and as such, recently authorized a significant increase in its buyback program which was initiated over a year ago.

“Yelp has a strong strategy in place and the company is continuing to take decisive actions to execute that strategy and capitalize on opportunities to drive sustainable growth and value for all Yelp investors and stakeholders.”

About Yelp

Yelp Inc. (www.yelp.com) connects people with great local businesses. With unmatched local business information, photos and review content, Yelp provides a platform for consumers to discover, interact and transact with local businesses of all sizes. Yelp was founded in San Francisco in July 2004. Since then, Yelp has taken root in major metros in more than 30 countries.

Forward-Looking Statements

This press release contains forward-looking statements relating to, among other things, Yelp’s future performance and plans that are based on its current expectations, forecasts and assumptions and that involve risks and uncertainties. These statements include, but are not limited to, statements regarding:

  • board, business and governance matters, including, without limitation, the outcome and nature of our strategic and business actions, the review of our Board composition and practices, returning value to shareholders and strengthening of our executive and operational teams;
  • our strategies, priorities and initiatives;
  • our ability to successfully execute our strategic initiatives and capitalize on opportunities to position the Company for long-term, sustainable growth and success;
  • our ability to accelerate our business model, optimize our investments in targeted growth initiatives, improve our cost and expense structure and capitalize on margin enhancement;
  • our ability to deliver value for all Yelp investors and stakeholders; and
  • the implementation of our recently increased buyback program and purchase of shares thereunder.

Yelp’s actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. Factors that could cause or contribute to such differences include, but are not limited to, Yelp’s:

  • limited operating history in an evolving industry;
  • ability to generate sufficient revenue to maintain profitability, particularly in light of its significant ongoing sales and marketing expenses, ongoing investments and the sale of Eat24;
  • ability to generate and maintain sufficient high-quality content from its users;
  • ability to maintain a strong brand and manage negative publicity that may arise;
  • ability to maintain and expand its base of advertisers, particularly as an increasing portion of advertisers have the ability to cancel their advertising plans at any time;
  • ability to successfully manage the acquisition and integration of new businesses, solutions or technologies, as well as to monetize the acquired products, solutions or technologies;
  • reliance on traffic to its website from search engines such as Google and Bing and the quality and reliability of such traffic;
  • ability to timely upgrade its systems, infrastructure and customer service capabilities; and
  • ability to purchase shares under the share repurchase program, or the modification, suspension or termination of that program.

Factors that could cause or contribute to such differences also include those factors that could affect Yelp’s business, operating results and stock price included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Yelp’s most recent Quarterly Report on Form 10-Q at www.yelp-ir.com or the SEC’s website at www.sec.gov.

Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to Yelp on the date hereof. Such forward-looking statements do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof. Yelp assumes no obligation to update such statements.

Source: Yelp Inc.

Investor Relations
Ron Clark
(415) 568-3234
ir@yelp.com

Public Relations
Vince Sollitto
(415) 230-6506
press@yelp.com