0000921895-19-000234.txt : 20190206 0000921895-19-000234.hdr.sgml : 20190206 20190206165604 ACCESSION NUMBER: 0000921895-19-000234 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190206 DATE AS OF CHANGE: 20190206 EFFECTIVENESS DATE: 20190206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YELP INC CENTRAL INDEX KEY: 0001345016 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 201854266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35444 FILM NUMBER: 19572127 BUSINESS ADDRESS: STREET 1: 140 NEW MONTGOMERY STREET STREET 2: 9TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415) 908-3801 MAIL ADDRESS: STREET 1: 140 NEW MONTGOMERY STREET STREET 2: 9TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: YELP! INC DATE OF NAME CHANGE: 20051121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SQN Investors LP CENTRAL INDEX KEY: 0001665887 IRS NUMBER: 465285163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 201 REDWOOD SHORES PARKWAY STREET 2: SUITE 242 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-489-9109 MAIL ADDRESS: STREET 1: 201 REDWOOD SHORES PARKWAY STREET 2: SUITE 242 CITY: REDWOOD CITY STATE: CA ZIP: 94065 DFAN14A 1 dfan14a11210007_02062019.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

 

(Amendment No. )

 

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Filed by a Party other than the Registrant ☒

 

Check the appropriate box:

 

☐Preliminary Proxy Statement

 

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☐Definitive Proxy Statement

 

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☒Soliciting Material Under Rule 14a-12

  

YELP INC.

(Name of Registrant as Specified in Its Charter)

 
SQN INVESTORS LP

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

 

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SQN Investors LP, together with the other participants named herein (“SQN”), intends to file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit proxies for the election of its slate of director nominees at the 2019 annual meeting of stockholders of Yelp Inc., a Delaware corporation.

 

Item 1: On February 6, 2019, SQN sent the following email to CNBC which was incorporated in its entirety into an article publicly issued by CNBC on February 6, 2019 entitled “Yelp hires Evercore for activist defense after hedge fund calls for sale of company and board overhaul”: 

As we made clear in our detailed presentation released in January, SQN believes there are multiple pathways to significant value creation at Yelp, including through the company remaining public and implementing our recommendations, or through a sale of the company to a large universe of private or strategic buyers. We are unclear on how anyone could credibly state that potential buyers don’t exist without having run a fulsome strategic process. As we’ve previously stated, we know of multiple buyers who would be interested, and we believe these potential acquirers would be eager to participate in such a process.