Yelp Inc. - Trusted Content and Sustainable Growth Strategy

Track record of enhancing governance Focused on driving shareholder value Strong Governance 2016 Collapsed dual-class share structure 2018 Transitioned to net share withholding to reduce dilution 2017 Initiated stock buyback program Adopted director resignation policy Adopted stock ownership guidelines 2020 Added two new independent directors, expanding the Board to a total of nine directors 2021 2022 Implemented proxy Began phased Board declassification access - - 2019 Added three new independent directors Introduced performance- based stock grants for executive compensation Adopted majority vote standard with director resignation policy 33

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