SAN FRANCISCO--(BUSINESS WIRE)--Jan. 16, 2019--
Yelp Inc. (“Yelp”) (NYSE:YELP), the company that connects people with
great local businesses, today issued the following statement in response
to today’s press release from SQN Investors LP (“SQN”):
“Yelp’s Board and management team are focused on taking actions to
deliver on our disciplined strategy to achieve sustained, long-term
growth and create shareholder value. We value our shareholders’ input
and will continue to incorporate investor feedback as we work to
capitalize on the opportunities before us and further ensure that our
Board’s composition best serves the strategic and operational goals of
the business.”
“Yelp is open to hearing any ideas and investor input, including from
SQN. We remain willing and open to meeting with SQN to hear their
perspectives on the topics they have previously raised, all of which are
items on which the Board has already been engaged. We will also review
SQN’s latest presentation. We look forward to engaging further with Mr.
Mehta so we can take his perspectives into consideration along with the
perspectives of our other investors.”
“As previously disclosed, the Board and Nominating and Corporate
Governance Committee are in the process, with the support of a
nationally-recognized director search firm, of evaluating its
composition and identifying additional Board candidates to help drive
our strategy.”
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 and the
review of our Board composition and practices;
-
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 any share repurchase programs 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.
Additional Information and Where to Find It
Yelp intends to file a preliminary and definitive proxy statement and
accompanying white proxy card with the SEC in connection with the
solicitation of proxies for the 2019 Annual Meeting of Shareholders of
Yelp (the “Annual Meeting”). Yelp, its directors, its executive officers
will be deemed participants in the solicitation of proxies from
shareholders in respect of the Annual Meeting. Information regarding the
names of Yelp’s directors and executive officers and their respective
interests in Yelp by security holdings or otherwise is set forth in the
Annual Report on Form 10-K of Yelp for the fiscal year ended December
31, 2017, which was filed with the SEC on February 28, 2018, and Yelp’s
definitive proxy statement for the 2018 Annual Meeting of Shareholders,
filed with the SEC on April 20, 2018. To the extent holdings of such
participants in the Yelp’s securities have changed since the amounts
described in the proxy statement for the 2018 Annual Meeting of
Shareholders, such changes have been reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership on
Form 4 filed with the SEC. Details containing the nominees of Yelp’s
Board of Directors for election at the Annual Meeting will be included
in the definitive proxy statement, when available. BEFORE MAKING ANY
VOTING DECISION, SHAREHOLDERS OF YELP ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC INCLUDING THE DEFINITIVE
PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY
CARD BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
shareholders can obtain a copy of the documents filed by Yelp with the
SEC, including the definitive proxy statement, free of charge by
visiting the SEC’s website, www.sec.gov.
Yelp’s shareholders can also obtain, without charge, a copy of the
definitive proxy statement, when available, and other relevant filed
documents from Yelp’s website at www.yelp.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190116005583/en/
Source: Yelp Inc.
Investor Relations
Ron Clark
(415) 568-3234
ir@yelp.com
Public Relations
Vince Sollitto
(415) 230-6506
press@yelp.com
Sard Verbinnen & Co
John Christiansen/Hannah
Dunning/Danya Al-Qattan
(415) 618-8750 / (212) 687-8080
Yelp-SVC@sardverb.com