BIG SHARE­HOLDER AT YELP WANTS A BOARD RESHUF­FLE

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Say­ing it’s lost patience with mis­steps and earn­ings short­falls, a large share­holder at Yelp is seek­ing a board reshuf­fle at the on­line re­view site.

In a let­ter re­leased pub­licly this week, SQN In­vestors said that it wants Yelp Inc. to add some new di­rec­tors to its board, in­clud­ing share­holder rep­re­sen­ta­tives.

SQN, which owns more than 4 per­cent of Yelp’s shares, says it be­lieves that “the board has failed to hold it­self and man­age­ment ac­count­able for the com­pany’s strate­gic and op­er­a­tional mis­steps, re­peated missed earn­ings, lost op­por­tu­ni­ties and poor cor­po­rate gover­nance.”

SQN has built up its stake re­cently, and is now one of Yelp’s top five share­hold­ers.

The tech­nol­ogy in­vestor, based in Redwood City, just south of Yelp’s San Fran­cisco head­quar­ters, ar­gues that the com­pany’s board lacks ur­gency in ad­dress­ing sig­nif­i­cant is­sues, among them a “slow pace of in­no­va­tion.”

SQN says that Yelp has al­lowed Google and Face­book to rack up a sig­nif­i­cant num­ber of peer re­views for lo­cal busi­nesses. It’s also seen Uber and AirBnB roll out food de­liv­ery busi­nesses and other ser­vices that have sur­passed Yelp’s ini­tia­tives in those ar­eas.

Yelp de­fended its board, say­ing that its di­rec­tors are “ac­tive, open-minded and en­gaged.”

The com­pany said it’s fo­cused on hav­ing a “highly rel­e­vant and di­verse board. Yelp said the com­pany is in the process of con­sid­er­ing po­ten­tial skill sets and op­por­tu­ni­ties that would fur­ther strengthen and en­hance its board.

Yelp had fan­tas­tic tim­ing when it be­came a pub­lic com­pany in 2012.

Global ship­ments of smart­phones be­tween 2012 and 2016 ex­ploded, and so did the hunger for new apps that cre­ated whis­per boards about peo­ple’s ex­pe­ri­ences in restau­rants or with other ser­vice com­pa­nies.

That growth has be­gun to ta­per, and SQN says that Yelp has not acted quickly enough to ad­just.

In call­ing for changes to Yelp’s board, SQN said that the av­er­age ten­ure of a Yelp di­rec­tor is more than nine years, with only one new mem­ber join­ing the board since May 2012.

“Yelp’s board is not func­tion­ing ef­fec­tively and is stale,” SQN wrote.

San Fran­cisco-based Yelp says it’s com­mit­ted to keep­ing an open di­a­logue with SQN. The

com­pany main­tained that it’s com­mit­ted to act­ing in the best in­ter­est of its share­hold­ers, cus­tomers and work­ers.

Last month Yelp’s third-quar­ter rev­enue missed Wall Street ex­pec­ta­tions, and the com­pany in­di­cated that the cur­rent quar­ter would also sbe weak.

CEO Jeremy Stop­ple­man blamed the rev­enue miss on Yelp’s new non-term advertising, in­tended to en­cour­age ad­ver­tis­ers to try the site with­out be­ing tied to longer-term con­tracts.

Its shares have fallen al­most 10 per­cent over the past year.

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