RESOLVED: Yelp Inc ("Yelp" or "Company") stockholders ask the Board to amend Yelp's Bylaws to provide that if (i) a stockholder submits a notice of nomination pursuant to Section 5 thereof, and (ii) the Corporation determines such notice of nomination is not in compliance with that Section, then, before excluding any persons named as nominees from Yelp's proxy card in reliance on Question 139.04 of the Compliance and Disclosure Interpretations issued by the Securities and Exchange Commission1 on December 6, 2022, the Corporation will obtain a declaratory judgment from a court of competent jurisdiction declaring the stockholder's notice of nomination does not comply with the Company's bylaws. BACKGROUND The most fundamental right stockholders possess is to influence the election of directors. Only persons nominated per the Company's bylaws can be elected to the Board. Courts recognize the ability to vote for directors without the ability to nominate directors is an "empty exercise."2 Shareholders can only nominate by complying with Company advance notice bylaws, often filled with extensive, confusing, and open-ended disclosure requirements.3 Intentional barriers can deprive stockholders of any choice in electing directors. Who determines compliance with labyrinthine requirements? The same Directors who would be replaced if the stockholder's nominees were elected. SUPPORTING STATEMENT The Securities and Exchange Commission adopted rules requiring companies to include stockholder nominees in proxy cards to improve stockholder democracy. However, requiring unnecessary disclosure and procedural requirements in Company bylaws make a mockery of the notion of stockholder democracy. Boards facing a contested director election have an inherent conflict of interest. Incumbent directors would prefer to be re-elected rather than replaced. Yet the Board can prevent a contested director election by rejecting a stockholder's notice of nomination. Proxy Advisor Institutional Shareholder Services recognizes boards can be tempted to reject stockholder nominations, forcing stockholders to sue to enforce their rights. Legal proceedings create costs, take time, and result in uncertainties, which issuers are often better equipped to manage than nominating stockholders. Additionally, Boards can accept nominations they initially rejected, avoiding any consequences for attempting to stifle stockholder democracy. That creates a perverse incentive for companies to test nominating stockholder resolve, use its comparative strengths, and accept nominations only if later deemed necessary.4 Because the nomination process is crucial to stockholder democracy, the Board should be unable to determine noncompliance with the Company's bylaws without procedural safeguards. If the Board believes a stockholder's nomination doesn't comply with the bylaws, the determination should be confirmed by a neutral third party with no interest in the outcome. Requiring the Board to obtain a declaratory judgment before leaving dissident nominees off the universal proxy card addresses an obvious conflict of interest, ensuring the rights of both the Company and stockholders are respected and protected. 1 https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosure-interpretations/proxy-rules- schedules-14a14c 2 https://ssrn.com/abstract=4565395 3 https://law.justia.com/cases/delaware/supreme-court/2024/3-2024.html