Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 27, 2022, the Board of Directors (the "Board") of Yelp Inc. (the "Company") amended and restated the Company's Amended and Restated Bylaws, as amended (the "Bylaws"), effective as of January 28, 2022, in order to implement proxy access. Pursuant to the proxy access provision, inserted at subsection 5(g) in the Bylaws, a stockholder or a group of no more than fifty (50) stockholders owning three percent (3%) or more of the voting power of the Company's outstanding capital stock continuously for at least three (3) years may nominate and include in the Company's proxy statement for an annual meeting director nominees constituting up to the greater of two (2) individuals or twenty percent (20%) of the number of directors in office, provided the stockholders satisfy the requirements specified in the Bylaws. The Bylaws also include certain conforming modifications to the advance notice provisions as well as an administrative update to the address of the registered office of the Company's registered agent.

The preceding description is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit 3.1, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

 Exhibit Number         Description
       3.1                Amended and Restated Bylaws of Yelp Inc.
       104              Cover Page Interactive Data File (embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses