Yelp 203 Fair Elections

Yelp 2023 Fair Elections

Yelp 2023. Fair Elections is just one of several issues to be voted on before or during the annual meeting at 9:00 am Pacific on June 9, 2023. Vote FOR all items, especially fair elections. I will vote against the nominating committee next year if they fail to increase board diversity. Join the meeting with your control number.

The Shareholder CommonsYelp Inc. operates a platform that connects consumers with local businesses in the United States and internationally. I voted with the Board’s recommendations 60% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).

Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons)

Yelp 2023: ISS Rating

Yelp Inc.’s ISS Governance QualityScore as of June 1, 2023 is 1. The pillar scores are Audit: 1; Board: 2; Shareholder Rights: 3; Compensation: 4.

Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.

Yelp 2023: How I Voted

ProposalMgt Votes
Management proposals
1.1Elect Director Fred D. Anderson, Jr.ForFor
1.2Elect Director Christine BaroneForFor
1.3Elect Director Robert GibbsForFor
1.4Elect Director George HuForFor
1.5Elect Director Diane IrvineForFor
1.6Elect Director Sharon RothsteinForFor
1.7Elect Director Jeremy StoppelmanForFor
1.8Elect Director Chris TerrillForFor
1.9Elect Director Tony WellsForFor
2Ratify Deloitte & Touche LLP as AuditorsForFor
3Advisory Vote to Ratify Named Executive Officers’ CompensationForFor
Shareholder proposals
4Fair Elections – Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by ShareholdersAgainstFor

Yelp 2023 Votes ExplainedEgan-Jones

I’m preparing for a vacation, so I did not wait for Egan-Jones’ recommendations. I got help by looking at NYC Comptroller and Calvert votes. Pay and board diversity were borderline issues I .deferred by voting in favor but will monitor. I will vote against the nominating committee next year if they fail to increase board diversity.

As You SowIconikapp

Generally, I have help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. Note: you can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconik/AYS app may differ. Now, you can also sign-up for automated voting with iconikapp through Third Act.
Third Act

Yelp 2023: My Fair Elections Proposal

Proposal #4 is from me, James McRitchie. In 2002 I petitioned the SEC for proxy access. It took three rulemakings and a court battle. More than 20 years later, 81% of S&P 500 companies have something called proxy access. Unfortunately, it requires that nominating groups hold 3% for 3 years AND groups are limited to 20 members. Proxy access may be more possible at Yelp because they allow groups of up to 50 members.

Still, with those limits on the number of group members, proxy access generally would require at least one of the Big Four to participate. These huge fund families have a conflict of interest because they administer retirement savings plans for companies and have never even filed a shareholder proposal, let alone challenged directors. Therefore, proxy access has gone unused.

An alternative to ensure shareholders have a real voice in nominating directors was proposed in 1992.  The SEC finally adopted universal proxies, allowing shareholders, under specified conditions, to split votes between board nominees and challengers without attending annual meetings. But universal proxies could go the way of proxy access.

Fair Election Concerns

After reading bylaws adopted by Masimo, Bloomberg’s Matt Levine speculated that company bylaws might demand challengers submit disclosures on paper woven from unicorn manes, with requirements waived for the board’s own nominees.

Yelp requires “such other information as it may reasonably require.” Who determines what’s reasonable? The Board, of course, unless someone take the issue to court.

Most agree there should be some limits on what Boards can require without seeking shareholder approval in advance or at least within a year or so of adoption. For 2023, I filed 30 proposals like the one before you. We reached agreements at about 1/3 of the companies based on guardrails that preserve the rule’s intent.

Shareholder proposals are advisory. Even if we win overwhelmingly, boards are free to ignore them or to adopt whatever they please. But higher votes do make companies, proxy advisors, and even the Big Four take notice.

Your vote FOR this proposal can help us reach an agreement with Yelp to protect the rights of shareholders.

Please Vote FOR proposal Number 4.

Yelp 2023: Other Recommendations

You might want to check how a few funds voted. Use our Shareowner Action Handbook.

Yelp 2024: Mark Your Calendar

To be considered for inclusion in next year’s proxy materials, you must submit your proposal, in writing, by December 28, 2023 to our Corporate Secretary at 350 Mission Street, 10th Floor, San Francisco, California 94105, and you must comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act.


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