STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY The following table presents the number of shares authorized and issued as of the dates indicated (in thousands): December 31, 2022 December 31, 2021 Shares Shares Shares Shares Stockholders’ equity: Common stock, $0.000001 par value 200,000 69,797 200,000 72,171 Undesignated preferred stock 10,000 — 10,000 — Stock Repurchase Program As of December 31, 2022, the Company’s board of directors had authorized it to repurchase up to an aggregate of $1.45 billion of its outstanding common stock, $281.7 million of which remained available as of December 31, 2022. The Company may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions or a combination of the foregoing. During the year ended December 31, 2022, the Company repurchased on the open market and subsequently retired 6,195,093 shares for an aggregate purchase price of $200.0 million. The Company had no treasury stock balance as of December 31, 2022. During the year ended December 31, 2021, the Company repurchased 6,995,170 shares on the open market for an aggregate purchase price of $262.9 million. The Company retired 7,094,000 shares during the year ended December 31, 2021 and had no treasury stock balance as of December 31, 2021. Common Stock Reserved for Future Issuance As of December 31, 2022, the Company had reserved shares of common stock for future issuances in connection with the following (in thousands): Number of Shares Stock options outstanding 3,543 RSUs and PRSUs outstanding 9,962 Available for future equity award grants 13,258 Available for future ESPP offerings 2,686 Total reserved for future issuance 29,449 Equity Incentive Plans The Company has outstanding awards under its 2012 Equity Incentive Plan, as amended (the “2012 Plan”). Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, RSUs, restricted stock awards, performance units and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. On February 6, 2023, the Company adopted the Yelp Inc. 2023 Inducement Award Plan (the “Inducement Plan”), pursuant to which it reserved 1,400,000 shares of its common stock for issuance to individuals who were not previously employees of the Company, or who are returning to employment following a bona fide period of non-employment with the Company, as an inducement material to such persons entering into employment with the Company, in accordance with New York Stock Exchange Listed Company Manual Rule 303A.08. Under the Inducement Plan, the Company has the ability to issue non-statutory stock options, stock appreciation rights, RSUs, restricted stock awards, performance units and performance shares. The Inducement Plan also provides for the grant of performance cash awards to individuals eligible to receive awards under the Inducement Plan. Stock Options Stock options granted under the 2012 Plan are granted at a price per share not less than the fair value of a share of the Company’s common stock on the grant date. Options generally vest over a four-year period, on one of two schedules: (a) 25% vesting at the end of one year and the remaining shares vesting monthly thereafter or (b) ratably on a monthly basis. Options granted are generally exercisable for contractual terms of up to 10 years. The Company issues new shares when stock options are exercised. For the years ended December 31, 2022, 2021 and 2020, the weighted-average assumptions used for the Black-Scholes-Merton option valuation model were as follows: Year Ended December 31, 2022 2021 2020 Dividend yield — — — Annual risk-free rate 3.0 % 1.1 % 0.5 % Expected volatility 50.4 % 49.4 % 45.9 % Expected term (years) 6.0 6.0 5.7 A summary of stock option activity for the year ended December 31, 2022 is as follows: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2021 3,979 $ 32.59 4.4 $ 24,580 Granted 10 31.42 Exercised (306) 24.66 Canceled (140) 44.49 Outstanding at December 31, 2022 3,543 $ 32.81 3.6 $ 7,507 Options vested and exercisable at December 31, 2022 3,424 $ 32.73 3.4 $ 7,507 Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock as quoted on the New York Stock Exchange on a given date and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $3.2 million, $13.8 million and $33.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. The weighted-average grant date fair value of options granted was $16.07, $18.55 and $10.01 per share for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, total unrecognized compensation costs related to unvested stock options was approximately $1.7 million, which the Company expects to recognize over a weighted-average time period of 1.7 years. RSUs RSUs generally vest over a four-year period, on one of two schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly thereafter or (b) ratably on a quarterly basis. RSUs also include PRSUs, which are subject to either (a) a market condition or (b) the achievement of performance goals. PRSUs may also be subject to a time-based vesting schedule of quarterly over four years (the “Time-Based Vesting Schedule”). For PRSUs subject to a market condition, the Company recognizes expense from the date of grant. For PRSUs subject to performance goals, the Company recognizes expense when it is probable that the performance condition will be achieved. The Company granted PRSUs subject to market conditions in 2019 and 2022. The shares underlying each PRSU award granted in 2019 will be eligible to vest only if the average closing price of the Company’s common stock equaled or exceeded $45.3125 over any 60-day trading period during the four years following the grant date of February 7, 2019. If this market condition is met, the shares underlying each PRSU award will vest according to the Time-Based Vesting Schedule. Any shares subject to the PRSUs that have met the Time-Based Vesting Schedule at the time the market condition is achieved will fully vest as of such date; thereafter, any remaining nonvested shares subject to the PRSUs will continue vesting solely according to the Time-Based Vesting Schedule, subject to the applicable employee's continued service as of each such vesting date. Based on the performance of the Company’s stock over the four years following the grant date, the market condition for the 2019 PRSUs was not achieved and the Company expects the shares underlying these awards to return to the pool of shares reserved for future issuance under the 2012 Plan following certification of this result in the first quarter of 2023. The shares underlying each PRSUs granted in 2022 that is subject to market conditions vest based on the relative performance of the Company’s total stockholder return (“TSR”) over a three-year period. A percentage of the target number of shares underlying each award, ranging from zero to 200%, will vest based on the percentile rank of the Company’s TSR relative to that of the other companies in the Russell 2000 index over the period beginning January 1, 2022 and ending December 31, 2024. The Company’s TSR, as well as the TSR of the other companies in the Russell 2000 Index, will be calculated based on the average closing price of each company’s stock over the last 20 trading days of the performance period compared to the average closing price over the first 20 trading days of the performance period. Any shares that become eligible to vest based on the Company’s level of achievement of the market goal will fully vest on or following certification of the Company’s performance on February 20, 2025 or, if the certification occurs following such date, March 15, 2025, subject to the applicable employee’s continued service as of such vesting date. For PRSUs subject to performance goals, a percentage of the target number of shares, ranging from zero to 200%, will become eligible to vest based on the Company’s level of achievement of certain financial targets, subject to the Time-Based Vesting Schedule. The shares subject to performance goals become eligible to vest once the achievement against the financial targets is known, which will be no later than March of the following year. On the quarterly vest date immediately following such determination (or a vest date otherwise specified in the agreement), the eligible shares, if any, will vest to the extent that the employee has met the Time-Based Vesting Schedule as of such date. Thereafter, the eligible shares will continue to vest in accordance with the Time-Based Vesting Schedule, subject to the applicable employee’s continued service as of each such vesting date. The Company performed an analysis as of December 31, 2022 to assess the probability of achievement of the PRSU financial targets and, as a result, recorded compensation costs in the year ended December 31, 2022 for the PRSUs that it expected to vest. As the PRSU activity during the year ended December 31, 2022 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the year ended December 31, 2022 is as follows (in thousands, except per share amounts): Number of Shares Weighted- Average Grant Date Fair Value Nonvested at December 31, 2021 10,016 $ 32.39 Granted 6,807 34.89 Vested (1) (4,786) 33.40 Canceled (2,075) 33.05 Nonvested at December 31, 2022 (2) 9,962 $ 33.48 (1) Includes 1,894,504 shares that vested but were not issued due to the Company’s use of Net Share Withholding for payment of employee taxes. (2) Includes 656,659 PRSUs. The aggregate fair value as of the vest date of RSUs and PRSUs that vested during the years ended December 31, 2022, 2021 and 2020 was $155.0 million, $164.5 million and $95.0 million, respectively. As of December 31, 2022, the Company had approximately $305.5 million of unrecognized stock-based compensation expense related to RSUs and PRSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.5 years. Employee Stock Purchase Plan The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated six-month offering periods. At the end of each offering period, employees are able to purchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company’s common stock as quoted on the New York Stock Exchange on such date. During the years ended December 31, 2022, 2021 and 2020, employees purchased 627,485, 517,309 and 662,063 shares, respectively, at a weighted-average purchase price per share of $25.55, $31.58 and $21.47, respectively. The Company recognized stock-based compensation expense related to the ESPP of $2.8 million, $3.0 million and $2.5 million in the years ended December 31, 2022, 2021 and 2020, respectively. Stock-Based Compensation The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the consolidated statements of operations during the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 4,761 $ 4,302 $ 3,784 Sales and marketing 33,621 32,335 29,670 Product development 86,871 81,624 67,622 General and administrative 30,837 33,418 23,498 Total stock-based compensation recorded to income before incomes taxes 156,090 151,679 124,574 Benefit from income taxes (33,792) (35,778) (31,920) Total stock-based compensation recorded to net income $ 122,298 $ 115,901 $ 92,654 During the years ended December 31, 2022, 2021 and 2020, the Company capitalized $8.9 million, $10.7 million and $9.4 million, respectively, of stock-based compensation expense as website and internal-use software costs and, to a lesser extent, implementation costs incurred related to cloud computing arrangements that are service contracts. |