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Linkedin Corp – ‘DEF 14A’ for 6/3/15

On:  Friday, 4/17/15, at 4:14pm ET   ·   Effective:  4/17/15   ·   For:  6/3/15   ·   Accession #:  1047469-15-3644   ·   File #:  1-35168

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/17/15  Linkedin Corp                     DEF 14A     6/03/15    1:1.3M                                   Merrill Corp/New/FA

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 1: DEF 14A     Definitive Proxy Solicitation Material              HTML    604K 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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LinkedIn Corporation
2029 Stierlin Court
Mountain View, CA 94043
www.linkedin.com

To the Stockholders of LinkedIn Corporation:

        You are cordially invited to attend the 2015 Annual Meeting of Stockholders (the "Annual Meeting") of LinkedIn Corporation ("LinkedIn" or the "Company") to be held on June 3, 2015, at 10:00 a.m. Pacific Time, at the Computer History Museum, 1401 N. Shoreline Blvd., Mountain View, California 94043. At the Annual Meeting, we will ask you to consider the following proposals:

•

to elect two Class I directors;



•

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2015;



•

to approve the amendment of the Company's 2011 Equity Incentive Plan (the "Amended 2011 Plan") for purposes of (i) complying with Section 162(m) of the Internal Revenue Code, and (ii) adding a provision to automatically increase the number of shares of Class A Common Stock that may be issued under the Amended 2011 Plan on the first day of each fiscal year beginning in fiscal year 2016;



•

advisory vote to approve named executive officer compensation ("Say-on-Pay"); and



•

to consider a stockholder proposal regarding board diversity, if properly presented at the meeting.

        Stockholders of record as of April 7, 2015 may vote at the Annual Meeting.

        Your vote is important. Whether or not you plan to attend the meeting in person, we would like for your shares to be represented. Please vote as soon as possible.

Sincerely,

Reid Hoffman Chair of the Board of Directors		A. George "Skip" Battle Lead Independent Director		Jeffrey Weiner Chief Executive Officer

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LinkedIn Corporation
2029 Stierlin Court
Mountain View, CA 94043
www.linkedin.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 2015

        On June 3, 2015, LinkedIn Corporation will hold its 2015 Annual Meeting of Stockholders at 10:00 a.m. Pacific Time. The meeting will be held at the Computer History Museum, 1401 N. Shoreline Blvd., Mountain View, California 94043 for the following purposes:

•

to elect Leslie Kilgore and Jeffrey Weiner as Class I directors;



•

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2015;



•

to approve the amendment of the Company's 2011 Equity Incentive Plan (the "Amended 2011 Plan") for purposes of (i) complying with Section 162(m) of the Internal Revenue Code, and (ii) adding a provision to automatically increase the number of shares of Class A Common Stock that may be issued under the Amended 2011 Plan on the first day of each fiscal year beginning in fiscal year 2016;



•

advisory vote on named executive officer compensation ("Say-on-Pay");



•

to consider a stockholder proposal regarding board diversity, if properly presented at the meeting; and



•

to transact such other business that may properly come before the Annual Meeting or at any adjournment or postponement thereof.

        More information about these business items is described in the proxy statement accompanying this notice. Any of the above matters may be considered at the Annual Meeting at the date and time specified above or at any adjournment or postponement of the Annual Meeting.

        Your vote is important. Whether or not you plan to attend the meeting in person, we would like for your shares to be represented. To ensure that your vote is counted at the meeting, please vote as soon as possible.

		By order of the Board of Directors,
		Michael J. Callahan Vice President, General Counsel & Secretary

Mountain View, California
April 17, 2015

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LINKEDIN CORPORATION
PROXY STATEMENT FOR 2015 ANNUAL MEETING OF STOCKHOLDERS

        LinkedIn's Board of Directors (the "Board") is providing these proxy materials to you for use in connection with the 2015 Annual Meeting of Stockholders (the "Annual Meeting") to be held on June 3, 2015 at 10:00 a.m. Pacific Time, and at any postponement or adjournment of the meeting. The Annual Meeting will be held at the Computer History Museum, 1401 N. Shoreline Blvd., Mountain View, California 94043. Stockholders of record as of April 7, 2015 (the "Record Date") are invited to attend the Annual Meeting and are asked to vote on the proposals described in this proxy statement.

        A Notice of Internet Availability (the "Notice") was first mailed on or about April 21, 2015 to stockholders of record as of the Record Date, and these proxy solicitation materials combined with our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, including financial statements, were first made available on the Internet on or about April 21, 2015. Our principal executive offices are located at 2029 Stierlin Court, Mountain View, California 94043, and our telephone number is (650) 687-3600. We maintain a website at www.linkedin.com. The information on our website is not incorporated by reference into this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND OUR ANNUAL MEETING

        Q:    What is the purpose of the Annual Meeting?

        A:    For stockholders to vote on the following proposals:

•

to elect Leslie Kilgore and Jeffrey Weiner as Class I directors;



•

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2015;



•

to approve the amendment of the Company's 2011 Equity Incentive Plan (the "Amended 2011 Plan") for purposes of (i) complying with Section 162(m) of the Internal Revenue Code, and (ii) adding a provision to automatically increase the number of shares of Class A Common Stock that may be issued under the Amended 2011 Plan on the first day of each fiscal year beginning in fiscal year 2016;



•

advisory vote on named executive officer compensation ("Say-on-Pay");



•

to consider a stockholder proposal, brought by the Comptroller of the State of New York that asks the Board to report to stockholders on plans to increase gender and racial diversity on the Board (the "Stockholder Proposal"); and



•

to transact such other business that may properly come before the Annual Meeting or at any adjournment or postponement thereof.

        Q:    How does the Board of Directors recommend I vote on these proposals?

        A:    The Board recommends that you vote:

•

FOR the election of Leslie Kilgore and Jeffrey Weiner as Class I directors;



•

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2015;



•

FOR the amendment of the Company's 2011 Equity Incentive Plan (the "Amended 2011 Plan") for purposes of (i) complying with Section 162(m) of the Internal Revenue Code, and (ii) adding a provision to automatically increase the number of shares of Class A

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Common Stock that may be issued under the Amended 2011 Plan on the first day of each fiscal year beginning in fiscal year 2016;

•

FOR the approval of named executive officer compensation ("Say-on-Pay"); and



•

The Board makes no recommendation regarding the Stockholder Proposal.

        Q:    What can you tell me about the Stockholder Proposal?

        A:    A stockholder proposal, brought by the Comptroller of the State of New York as the trustee of the New York State Common Retirement Fund, asks the Board to report to stockholders on plans to increase gender and racial diversity on the Board

        The Board has included a statement regarding board diversity immediately following the Stockholder Proposal on page 36 of this proxy statement.

        Q:    Why did I receive a one-page notice in the mail about the Internet availability of proxy materials instead of a full set of printed proxy materials?

        A:    Under Securities and Exchange Commission (the "SEC") rules, we make our proxy materials available via the Internet. Instead of mailing printed copies of the proxy materials to all of our stockholders, the SEC rules allow us to send you, our stockholders as of the Record Date, a Notice containing instructions on how to access the proxy materials via the Internet and how to request a printed copy by mail if you prefer. Sending you the Notice and using the Internet instead of mailing printed proxy materials also saves costs and natural resources.

        Q:    Who is making this solicitation?

        A:    LinkedIn's Board is asking you for your proxy vote for the Annual Meeting.

        Q:    Who is entitled to vote at the meeting?

        A:    Stockholders Entitled to Vote.    Stockholders who our records show owned shares of either class of our common stock as of the close of business on the Record Date may vote at the Annual Meeting. On the Record Date, we had a total of 110,186,745 shares of LinkedIn Class A common stock ("Class A Common Stock") issued and outstanding, which were held of record by approximately 77 stockholders, and a total of 15,691,722 shares of LinkedIn Class B common stock ("Class B Common Stock") issued and outstanding, which were held of record by approximately 19 stockholders. The stock transfer books will not be closed between the Record Date and the date of the Annual Meeting. Each share of Class A Common Stock is entitled to one vote on each proposal and each share of Class B Common Stock is entitled to ten votes on each proposal. The Class A Common Stock and Class B Common Stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. The Class A Common Stock and Class B Common Stock, together, are referred to in this proxy statement as the "Common Stock."

        Registered Stockholders.    If your shares are registered directly in your name with LinkedIn's transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by LinkedIn. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting.

        Street Name Stockholders.    If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and the Notice was forwarded to you by your broker or nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker or

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nominee how to vote your shares. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use. Beneficial owners are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy.

        Q:    Can I attend the meeting in person?

        A:    Yes. You are invited to attend the Annual Meeting if you are a registered stockholder or a street name stockholder as of the Record Date. In order to enter the Annual Meeting, you must present a form of photo identification acceptable to us, such as a valid driver's license or passport, as well as proof of share ownership, such as a broker statement or legal proxy. Please note that since a street name stockholder is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy.

        Q:    How can I get electronic access to the proxy materials?

        A:    The Notice provides you with instructions about how to:

•

view our proxy materials for the Annual Meeting via the Internet; and



•

request that we send our future proxy materials to you by mail or by email.

        By accessing the proxy materials via the Internet or choosing to receive your future proxy materials by email, you will save us the cost of printing and mailing documents to you and will reduce the impact of our annual stockholders' meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. If you choose to receive future proxy materials by mail, you will receive a paper copy of those materials, including a form of proxy. Your election to receive proxy materials by mail or email will remain in effect until you notify us that you are terminating your request.

        Q:    How can I vote my shares?

        A:    Registered Stockholders:    Registered stockholders may vote in person at the Annual Meeting or by one of the following methods:

•

By Mail. If you requested printed copies of the proxy materials to be mailed to you, you can complete, sign and date the proxy card and return it in the prepaid envelope provided;



•

By Telephone. Call the toll-free telephone number in the Notice and follow the recorded instructions; or



•

By Internet. Access LinkedIn's secure website registration page via the Internet, as identified in the Notice, and follow the instructions.

        Please note that the Internet and telephone voting facilities for registered stockholders will close at 11:59 p.m. Eastern Time on June 2, 2015.

        Street Name Stockholders:    If your shares are held by a broker, bank or other nominee, you should have received instructions on how to vote or instruct the broker to vote your shares from your broker, bank or other nominee. Please follow their instructions carefully. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must request a legal proxy from the bank, broker or other nominee that

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holds your shares and present that proxy and proof of identification at the Annual Meeting to vote your shares.

        Street name stockholders may generally vote by one of the following methods:

•

By Mail.  If you requested printed copies of the proxy materials to be mailed to you, you may vote by signing, dating and returning your voting instruction card to your broker in pre-addressed envelope provided;



•

By Methods Listed on Voting Instruction Card.  Please refer to your voting instruction card or other information provided by your bank, broker, nominee or other holder of record to determine whether you may vote by telephone or electronically on the Internet, and follow the instructions on the voting instruction card or other information provided by your bank, broker, nominee or other holder of record; or



•

In Person With a Proxy from the Record Holder.  A street name stockholder who wishes to vote at the Annual Meeting will need to obtain a legal proxy from his or her bank, brokerage firm or other nominee. Please consult the voting instruction card provided to you by your bank, broker or other nominee to determine how to obtain a legal proxy in order to vote in person at the Annual Meeting.

        Q:    If I submit a proxy, how will it be voted?

        A:    When a proxy is properly completed, dated, executed and returned, the shares represented by such proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in the proxy statement are properly presented at the Annual Meeting, including any proposal for adjournment, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under "Can I change my vote?"

        Q:    Can I change my vote?

        A:    You may change your vote at any time prior to the vote at the Annual Meeting. To revoke your proxy instructions and change your vote if you are a holder of record, you must (i) attend the Annual Meeting and vote your shares in person (please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy), (ii) advise our Corporate Secretary at our principal executive office (2029 Stierlin Court, Mountain View, California 94043) of your revocation in writing before the proxy holders vote your shares, (iii) deliver later dated and signed proxy instructions (which must be received prior to the Annual Meeting) or (iv) vote again on a later date on the Internet or by telephone prior to the Annual Meeting (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted).

        Q:    What happens if I decide to attend the Annual Meeting, but I have already voted or submitted a proxy covering my shares?

        A:    You may attend the meeting and vote in person even if you have already voted or submitted a proxy. Please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy. If a bank, broker or other nominee holds your shares and you wish to attend the Annual Meeting and vote in person, you must obtain a legal proxy from the holder of record of the shares giving you the right to vote those shares.

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        Q:    What quorum is required for the Annual Meeting?

        A:    At the Annual Meeting, the presence in person or by proxy of a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. If you have returned valid proxy instructions or attend the Annual Meeting in person, your shares of Common Stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting. Shares represented by broker non-votes will be considered present and entitled to vote for quorum purposes.

        Q:    How are votes counted?

        A:    Each holder of shares of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held as of the Record Date, and each holder of shares of Class B Common Stock is entitled to 10 votes for each share of Class B Common Stock held as of the Record Date. The Class A Common Stock and Class B Common Stock are voting as a single class on all matters described in this proxy statement for which your vote is being solicited.

        Each director is elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. "Plurality" means that the individuals who receive the largest number of votes cast "for" are elected as directors. Abstentions and broker non-votes will have no effect on the outcome of the vote.

        The ratification of independent registered public accountants, approval of named executive officer compensation ("Say-on-Pay"), and approval of the Stockholder Proposal require the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on such proposal at the Annual Meeting. Abstentions are treated as shares present and entitled to vote for purposes of such proposal and have the same effect as a vote "against" the proposal. Broker non-votes, if any, will have no effect on the outcome of the vote.

        The amendment of the Amended 2011 Plan requires the affirmative vote of a majority of votes cast on such proposals at the Annual Meeting (votes "For" must exceed votes "Against"). For purposes of the approval of the amendment of the Amended 2011 Plan, abstentions are treated as votes cast and will have the effect of a vote "Against". Broker non-votes will have no effect on the outcome of the vote.

        Q:    What are broker non-votes?

        A:    Broker non-votes are shares held by brokers that do not have discretionary authority to vote on non-routine matters and have not received voting instructions from their clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will nevertheless have discretion to vote your shares on our sole "routine" matter—the ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm. Your broker will not have discretion to vote on the election of directors or the approval of: (i) the amendment of the Amended 2011 Plan; (ii) the advisory vote on named executive officer compensation ("Say-on-Pay"); or (iii) the Stockholder Proposal, absent direction from you.

        Q:    Who will tabulate the votes?

        A:    LinkedIn has designated a representative of Broadridge Financial Solutions, Inc., as the Inspector of Election who will tabulate the votes.

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        Q:    Who pays for the proxy solicitation process?

        A:    LinkedIn will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we will reimburse these individuals for their reasonable out-of-pocket expenses.

        Q:    May I propose actions for consideration at next year's annual meeting of stockholders or nominate individuals to serve as directors?

        A:    You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the proxy rules established by the SEC and our bylaws, as applicable. In order for a stockholder proposal to be included in our proxy statement and form of proxy for our 2016 Annual Meeting of Stockholders under rules set forth in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the proposal must be received by us no later than December 23, 2015. If a stockholder intends to submit a proposal that is not intended to be included in our proxy statement, or a nomination for director for our 2016 Annual Meeting of Stockholders, the stockholder must give us notice in accordance with the requirements set forth in our bylaws no later than the 45th day and no earlier than the 75th day prior to the one year anniversary of the mailing of the proxy statement for the 2015 Annual Meeting. If the date of the 2016 Annual Meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be received no earlier than 120 days prior to the 2016 Annual Meeting and no later than the later of (i) the 90th day prior to the date of the 2016 Annual Meeting or (ii) the 10th day following the date on which public announcement of the date of the 2016 Annual Meeting is first made by LinkedIn. Our bylaws require that certain information and acknowledgments with respect to the proposal or the nominee and the stockholder making the proposal or nomination be set forth in the notice. Our bylaws have been publicly filed with the SEC and can also be found on our website at http://investors.linkedin.com/governance.cfm in the Corporate Governance section of our Investor Relations webpage.

        Q:    What should I do if I get more than one proxy or voting instruction card?

        A:    Stockholders may receive more than one set of voting materials, including multiple copies of the Notice, these proxy materials, proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate copies of the Notice for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one Notice. You should vote in accordance with all of the Notices you receive relating to our Annual Meeting to ensure that all of your shares are counted.

        Q:    How do I obtain a separate set of proxy materials or request a single set for my household?

        A:    We have adopted a procedure approved by the SEC called "householding." Under this procedure, stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice and our annual report and proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card.

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        If you wish to receive a separate Notice, proxy statement or annual report at this time, please request the additional copy by contacting our transfer agent, Computershare Trust Company, N.A., by telephone at 1-877-373-6374 (U.S.) or +1-781-575-3120 (outside the U.S.), or by email at web.queries@computershare.com. If any stockholders in your household wish to receive a separate annual report and a separate proxy statement in the future, they may contact Investor Relations, LinkedIn Corporation, 2029 Stierlin Court, Mountain View, CA 94043. They may also send an email to Investor Relations at investors@linkedin.com or call 650-687-3600. Other stockholders who have multiple accounts in their names or who share an address with other stockholders can authorize us to discontinue mailings of multiple annual reports and proxy statements by contacting Investor Relations.

        Q:    What if I have questions about lost stock certificates or need to change my mailing address?

        A:    You may contact our transfer agent, Computershare Trust Company, N.A., by telephone at 1-877-373-6374 (U.S.) or +1-781-575-3120 (outside the U.S.), or by email at web.queries@computershare.com, if you have lost your stock certificate or need to change your mailing address.

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BOARD OF DIRECTORS MEETINGS AND COMMITTEES

        The Board is composed of seven members: A. George "Skip" Battle, Reid Hoffman, Leslie Kilgore, Stanley J. Meresman, Michael J. Moritz, David Sze and Jeffrey Weiner. Mr. Hoffman serves as Chair of our Board and Mr. Battle is our Lead Independent Director.

        Our Board has determined that Messrs. Battle, Meresman, Moritz and Sze and Ms. Kilgore, representing five of our seven directors, are "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the New York Stock Exchange ("NYSE"). There are no family relationships between any director and an executive officer.

        The Board held five meetings during fiscal year 2014. The Board also acted nine times by unanimous written consent. Each director attended at least 80% of the aggregate number of meetings of our Board and the committees on which such director served during fiscal year 2014. Our Board members are strongly encouraged, per our Corporate Governance Guidelines, to attend each annual meeting of stockholders, and all of our directors attended the 2014 Annual Meeting, either in person or telephonically.

Information about the Directors and Nominees

        In accordance with our certificate of incorporation, our Board is divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve until the third annual meeting following election or until their successors are duly elected and qualified. Set forth below is information regarding our directors and the nominees as of April 17, 2015:

Business Experience and Qualifications of Directors

Nominees/Class I Directors (Current Term Will Expire at the 2015 Annual Meeting)

        Leslie Kilgore has served on our Board of Directors since March 2010. Ms. Kilgore served as the Chief Marketing Officer (formerly Vice President of Marketing) of Netflix, Inc., an internet television network, from March 2000 to February 2012, and has served as a member of the board of directors of Netflix since January 2012. From February 1999 to March 2000, Ms. Kilgore served as Director of Marketing for Amazon.com, Inc., an Internet retailer. Ms. Kilgore served as a Brand Manager for The Procter & Gamble Company, a manufacturer and marketer of consumer products, from August 1992 to

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February 1999. Ms. Kilgore holds an M.B.A. from the Stanford Graduate School of Business, awarded in 1992, and a B.S. from The Wharton School at the University of Pennsylvania, awarded in 1987. Ms. Kilgore was selected to serve on our Board and was nominated to continue serving as a director on our Board due, in part, to her extensive experience in marketing and the consumer products industry. Ms. Kilgore qualifies as an "audit committee financial expert" under SEC guidelines.

        Jeffrey Weiner has served as our Chief Executive Officer since June 2009 and as a member of our Board of Directors since July 2009. Mr. Weiner served as our interim President from December 2008 to June 2009. Prior to LinkedIn, Mr. Weiner was an Executive in Residence at Greylock Partners and Accel Partners, both venture capital firms, from September 2008 to June 2009, where he focused on advising the leadership teams of the firms' consumer technology portfolio companies and worked closely with the partners to evaluate new investment opportunities. Previously, Mr. Weiner held several key leadership roles at Yahoo! Inc., one of the world's largest digital media companies, from May 2001 to June 2008, including most recently as an Executive Vice President where he was responsible for many of the company's consumer-facing products. In addition to LinkedIn, Mr. Weiner serves on the board of directors of Intuit Inc., a provider of business and financial management solutions, as well as DonorsChoose.org, and Malaria No More. He is also a member of the advisory board at Venture For America and the advisory council at The Boys & Girls Clubs of the Peninsula. He holds a B.S. in Economics from The Wharton School at the University of Pennsylvania. Mr. Weiner was selected to serve on our Board and was nominated to continue serving as a director on our Board due, in part, to the perspective and experience he brings as our Chief Executive Officer and his extensive background in the Internet industry.

Class II Directors (Current Term Will Expire at the 2016 Annual Meeting)

        A. George "Skip" Battle has served on our Board of Directors since February 2010 and was appointed as our Lead Independent Director in December 2010. During the last five years, Mr. Battle has been serving on the boards of directors of various public and private companies. From January 2004 to July 2005, Mr. Battle served as Executive Chairman of Ask Jeeves, Inc., an Internet search engine company, and from December 2000 to January 2004 he served as Chief Executive Officer of Ask Jeeves. From June 2005 until May 2011 he served as a member of the board of directors of Advent Software, Inc., a software and consulting company, from June 1997 to December 2012 he served as a trustee of the Masters Select family of mutual funds, and from December 2006 to July 2014, he served as a member of the board of directors of OpenTable, Inc., an online network connecting reservation-taking restaurants and people who dine at those restaurants. From 1968 until his retirement in 1995, Mr. Battle served in management roles at Arthur Andersen LLP and then Andersen Consulting LLP (now Accenture), where he became worldwide managing partner of market development and a member of the firm's executive committee. Mr. Battle is currently the chairman of the board of directors for Fair Isaac Corporation, an analytic products company, and is also a member of the board of directors for Netflix, Inc., an Internet television network, Expedia, Inc., an online travel reservations provider, and Workday, Inc., a company that provides enterprise cloud applications for human resources and finance. He holds an M.B.A. from the Stanford Graduate School of Business, awarded in 1968 and a B.A. in Economics from Dartmouth College, awarded in 1966. Mr. Battle was selected to serve on our Board of Directors due, in part, to his extensive background in public accounting and auditing, as well as his experience in the Internet industry. Mr. Battle qualifies as an "audit committee financial expert" under Securities and Exchange Commission, or the SEC guidelines. In addition, his current service on other public company boards of directors provides us with important perspectives on corporate governance matters.

        Michael J. Moritz has served on our Board of Directors since January 2011. Mr. Moritz has been a Managing Member of Sequoia Capital, a venture capital firm, since 1986, and has served as Chair of Sequoia Capital Operations, LLC since 2012. He currently serves as a director for Green Dot

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Corporation, a provider of general purpose reloadable pre-paid debit cards, and GameFly, Inc., an online video game rental service company. Mr. Moritz previously served as a director of a variety of companies, including Flextronics Ltd., Google Inc., PayPal, Inc., Yahoo! Inc., Zappos.com, Inc. and Kayak Software Corporation. Mr. Moritz holds an M.A. in Modern History from Christ Church, Oxford, awarded in 1976. Mr. Moritz was selected to serve on our Board due, in part, to his extensive background in and experience with the venture capital industry, providing guidance and counsel to a wide variety of Internet and technology companies and service on the boards of directors of a range of public and private companies.

Class III Directors (Current Term Will Expire at the 2017 Annual Meeting)

        Reid Hoffman is one of our co-founders and has served on our Board of Directors since March 2003. He was appointed Chair of our Board in December 2010. He has also been a Partner at Greylock Partners, a venture capital firm, since November 2009. Previously, he served as our Chief Executive Officer from March 2003 to February 2007 and from December 2008 to June 2009. Mr. Hoffman also served as our President, Products from February 2007 to December 2008, and as our Executive Chair from June 2009 to November 2009. Prior to LinkedIn, Mr. Hoffman was Executive Vice President of PayPal Inc., an online payment company, from January 2000 to October 2002. Mr. Hoffman serves on the board of directors for several private companies and non-profit organizations, including Edmodo, Exploratorium, Kiva.org, and Mozilla Corporation. Mr. Hoffman served as a member of the board of directors of Zynga Inc., a public social gaming company, from January 2008 to June 2014. Mr. Hoffman holds a Master's degree in Philosophy from Oxford University, awarded in 1993, and a B.S. in Symbolic Systems from Stanford University, awarded in 1990. Mr. Hoffman was selected to serve on our Board due to the perspective and experience he brings as one of our founders and as one of our largest stockholders, as well as his extensive experience with technology companies.

        Stanley J. Meresman has served on our Board of Directors since October 2010. During the last five years, Mr. Meresman has served on the boards of directors of various public and private companies, including service as Chair of the audit committee for various companies. He served as a member of the board of directors of Riverbed Technologies, Inc. from March 2005 to May 2012 and as a member of the board of directors of Meru Networks, Inc. from September 2010 to May 2013. Mr. Meresman was a Venture Partner with Technology Crossover Ventures, a private equity firm, from January 2004 through December 2004 and was General Partner and Chief Operating Officer of Technology Crossover Ventures from November 2001 to December 2003. During the four years prior to joining Technology Crossover Ventures, Mr. Meresman was a private investor and board member and advisor to several technology companies. From May 1989 to May 1997, Mr. Meresman was the Senior Vice President and Chief Financial Officer of Silicon Graphics, Inc., a manufacturer of high-performance computing solutions. Prior to Silicon Graphics, he was Vice President of Finance and Administration and Chief Financial Officer of Cypress Semiconductor, a semiconductor company. Mr. Meresman currently serves as a director and Chair of the Audit Committee of both Zynga Inc., a public social gaming company, and Palo Alto Networks, Inc., a leader in enterprise security. He also serves as a director of several private companies. Mr. Meresman holds an M.B.A. from the Stanford Graduate School of Business, awarded in 1972, and a B.S. in Industrial Engineering and Operations Research from the University of California, Berkeley, awarded in 1968. Mr. Meresman was selected to serve on our Board due, in part, to his background as Chair of the audit committee of other public companies and his financial and accounting expertise from his prior extensive experience as Chief Financial Officer of two publicly traded corporations. Mr. Meresman qualifies as an "audit committee financial expert" under SEC guidelines. In addition, his current service on other public company boards of directors provides us with important perspectives on corporate governance matters.

        David Sze has served on our Board of Directors since September 2004. Mr. Sze is a Partner at Greylock Partners, which he joined in 2000. Prior to Greylock Partners, Mr. Sze was Senior Vice

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President of Product Strategy at Excite and then Excite@Home. As an early employee at Excite, Mr. Sze also held roles as General Manager of Excite.com and Vice President of Content and Programming for the Excite Network. Prior to Excite, he was in product marketing and development at Electronic Arts, Inc. and Crystal Dynamics, respectively. He started his career in management consulting for Marakon Associates and The Boston Consulting Group. Mr. Sze currently serves on the board of directors of Pandora Media, Inc., an Internet radio provider, and serves on the boards of directors of several private companies. Mr. Sze holds an M.B.A. from the Stanford Graduate School of Business, awarded in 1993, and a B.A. from Yale University, awarded in 1988. Mr. Sze was selected to serve on our Board due, in part, to his extensive background with Internet and technology companies.

Committees of the Board of Directors

        The Board of Directors has established the following standing committees: an Audit Committee, a Compensation Committee and a Governance and Nominating Committee.

        The following chart details the membership of each standing committee, which is current as of April 17, 2015, and the number of meetings for each committee in fiscal year 2014.

Audit Committee

        Our Audit Committee provides oversight of our accounting and financial reporting process, the audit of our financial statements, and our internal control function. Among other matters, our Audit Committee assists the Board in oversight of the integrity of our financial statements, our internal accounting and financial controls, our compliance with legal and regulatory requirements, the organization and performance of our internal audit function, and the independent auditors' qualifications, independence and performance. The Audit Committee reviews the scope of the annual audit; reviews and discusses with management and the independent auditors the results of the annual audit and the review of our quarterly consolidated financial statements including the disclosures in our annual and quarterly reports filed with the SEC; reviews our risk assessment and risk management processes; is responsible for the engagement, retention and compensation of the independent auditors; oversees our internal audit function; oversees compliance with SEC and other legal and regulatory requirements; establishes procedures for receiving, retaining and investigating complaints received by us regarding accounting, internal accounting controls or audit matters; approves audit and permissible non-audit services provided by our independent auditor; and reviews and approves related party transactions under Item 404 of Regulation S-K

        The current members of our Audit Committee are Mr. Meresman, who is the Chair of the committee, Mr. Battle and Ms. Kilgore. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our Board has determined that all of the members of the Audit Committee are audit committee financial experts as

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defined under the applicable rules of the SEC and have the requisite financial sophistication as defined under the rules and regulations of the NYSE. All of the members of our Audit Committee are independent directors as defined under the applicable rules and regulations of the SEC and the NYSE including the enhanced independence requirements for Audit Committee members.

        The Audit Committee Report is included elsewhere in this proxy statement. A copy of the Audit Committee's written charter is available on our website at http://investors.linkedin.com/governance.cfm in the Corporate Governance section of our Investor Relations webpage.

Compensation Committee

        Our Compensation Committee adopts, amends, and administers the compensation policies, plans and benefit programs for our executive officers and all other members of our executive team. In addition, among other things, our Compensation Committee provides oversight of and administers our equity compensation and equity incentive compensation plans and programs; annually evaluates, in consultation with the Board, the performance of our CEO, reviews and approves corporate goals and objectives relevant to the compensation of our CEO and other executives, including compensation plans, policies, programs and arrangements not available to employees, and evaluates the performance of these executives in light of those goals and objectives. Our Compensation Committee is also responsible for making recommendations regarding director compensation to the full Board, taking into account their independence status. The current members of our Compensation Committee are Ms. Kilgore, who is the Chair of the committee, Mr. Battle and Mr. Meresman. All of the members of our Compensation Committee are independent under the applicable rules and regulations of the SEC and the NYSE, Section 16 of the Exchange Act and Section 162(m) of the Internal Revenue Code, or the Code.

        The Compensation Committee Report is included elsewhere in this proxy statement. A copy of the Compensation Committee's written charter is available on our website at http://investors.linkedin.com/governance.cfm in the Corporate Governance section of our Investor Relations webpage.

Governance and Nominating Committee

        Our Governance and Nominating Committee is responsible for, among other things, reviewing and making recommendations to the full Board regarding corporate governance, the composition of our Board, identification, evaluation and nomination of director candidates, the structure and composition of committees of our Board and stockholder Board nominations and proposals. In addition, our Governance and Nominating Committee oversees our corporate governance guidelines, reviews and makes recommendations regarding our committee charters, oversees compliance with our code of business conduct and ethics, contributes to succession planning, reviews actual and potential conflicts of interest of our directors and officers other than related party transactions reviewed by the Audit Committee and oversees the board self-evaluation process. The current members of our Governance and Nominating Committee are Mr. Battle, who is the Chair of the committee, Ms. Kilgore and Mr. Meresman. All of the members of our Governance and Nominating Committee are independent under the rules and regulations of the NYSE.

        A copy of the Governance and Nominating Committee's written charter is available on our website at http://investors.linkedin.com/governance.cfm in the Corporate Governance section of our Investor Relations webpage.

Stockholder Recommendations

        Stockholders can recommend qualified nominees for our Board to the Governance and Nominating Committee by submitting a proposal to our Corporate Secretary at 2029 Stierlin Court, Mountain View,

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California 94043. Written submissions which include the following requirements will be forwarded to the Governance and Nominating Committee for review and consideration:

•

the nominee's name, age, business address and residence address;



•

the principal occupation or employment of the nominee;



•

the class and number of shares of the Company that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee;



•

whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Company, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee;



•

a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder;



•

a written statement executed by the nominee acknowledging that as a director of the Company, the nominee will owe a fiduciary duty under Delaware law with respect to the Company and its stockholders; and



•

any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation the nominee's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected.

        In addition to these requirements, stockholder nominations must meet the other requirements set forth in our bylaws. For a description of the process for nominating directors in accordance with our bylaws, please see "May I propose actions for consideration at next year's annual meeting of stockholders or nominate individuals to serve as directors?" in the section "Questions and Answers about the Proxy Materials and Our Annual Meeting" at the beginning of this proxy statement.

Director Qualifications

        The Governance and Nominating Committee works with the Board to determine periodically, as appropriate, the desired Board qualifications, expertise and characteristics, including such factors as business experience and diversity; and with respect to diversity, the Governance and Nominating Committee may consider such factors as differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board.

        The Governance and Nominating Committee and the Board evaluate each individual in the context of the membership of the Board as a group, with the objective of having a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of background and experience in the various areas. Each director should be an individual of high character and integrity. In determining whether to recommend a director for re-election, the Governance and Nominating Committee also considers the director's past attendance at meetings, participation in and contributions to the activities of the Board and the Company and other qualifications and characteristics set forth in the Governance and Nominating Committee Charter.

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        Each director must ensure that other existing and anticipated future commitments do not materially interfere with the members' service as a director. Any employee director must submit his or her offer of resignation from the Board in writing upon termination of employment with the Company. Upon change of his or her principal employer, any non-employee director must submit his or her offer of resignation from the Board in writing to the Chair of the Governance and Nominating Committee. The Board, through the Governance and Nominating Committee, will determine whether to accept or reject such resignation and will make a recommend to the Board as to whether to accept or reject the offer of resignation, or whether other action should be taken.

Identification and Evaluation of Nominees for Directors

        Our Governance and Nominating Committee uses a variety of methods for identifying and evaluating nominees for directors. Our Governance and Nominating Committee regularly assesses the appropriate size and composition of our Board, the needs of the Board and the respective committees of the Board, and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Governance and Nominating Committee through stockholders, management, current members of the Board, or search firms. The evaluation of these candidates may be based solely upon information provided to the committee or may also include discussions with persons familiar with the candidate, an interview of the candidate or other actions the committee deems appropriate, including the use of third parties to review candidates.

Board Self-Evaluation

        Our Board performs an annual self-assessment, led by the Chair of our Governance and Nominating Committee, to, among other things, evaluate the effectiveness of the Board and its committees in fulfilling their respective obligations.

Compensation Committee Interlocks and Insider Participation

        During fiscal year 2014, Messrs. Battle and Meresman and Ms. Kilgore served on our Compensation Committee. None of the members of our Compensation Committee is or has at any time been one of our officers or was during fiscal year 2014 an employee of the Company. None of our executive officers currently serves or in the past year has served as a member of the Board or Compensation Committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Communications with the Board of Directors

        Stockholders and other interested parties may communicate with our Board of Directors at the following address:

The Board of Directors
c/o Corporate Secretary
LinkedIn Corporation
2029 Stierlin Court
Mountain View, CA 94043

        Communications are distributed to our Board or to any individual director, as appropriate, depending on the facts and circumstances outlined in the communication. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request.

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Corporate Governance Guidelines and Code of Ethics

        We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers and directors, and those employees responsible for financial reporting. We have also adopted Corporate Governance Guidelines, which, in conjunction with our certificate of incorporation, bylaws, charters of the committees of our Board, form the framework for our corporate governance. Both our Code of Business Conduct and Ethics and our Corporate Governance Guidelines are available on our website in the Investor Relations section under the menu entry: Corporate Governance (http://investors.linkedin.com/governance.cfm). To the extent mandated by legal requirements, we intend to disclose on our website any amendments to our Code of Business Conduct and Ethics, or any waivers of its requirements.

Board Leadership and Role in Risk Oversight

        We believe that our Board and committee structure provides strong overall management of the Company. While our Board Chair and Chief Executive roles are separate, our current Board Chair, Reid Hoffman, is not independent under NYSE rules given his holdings in and voting control over the Company. The Board believes that Mr. Hoffman's service as Board Chair is appropriate and is in the best interests of the Board, the Company and its stockholders. The Board determined that it would be beneficial to have a Lead Independent Director to, among other things, preside over executive sessions of the independent directors. The complementary roles of the Board Chair and the Lead Independent Director help to lead the Board effectively.

        Mr. Hoffman, our Board Chair is a co-founder of the Company and, until 2009, he was an employee. He brings valuable insight given his tenure with us, as well as his knowledge of our industry. Our Lead Independent Director, Skip Battle, is independent under the NYSE rules and has deep technology and financial experience. Mr. Battle also has significant experience on the boards of directors of other public and private companies, specifically technology companies, at various stages of their development. Jeff Weiner, our CEO is also a director, which brings an internal perspective to our Board, and we have two directors that are affiliated with early investors in the Company who are very familiar with our business, culture and values. Our Lead Independent Director and two other independent directors, who all serve on our standing committees, provide perspectives from their own experience and expertise, which ensures that we have a broad range of backgrounds and viewpoints informing our Board and committees' decision-making and strategic thinking.

        Our Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees. These committees then provide reports to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment, and management of critical risks and management's risk mitigation strategies. These areas of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks. Our Board, including its committees, oversees risks associated with their respective areas of

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responsibility, as summarized below. Each committee meets in executive session with key management personnel and representatives of outside advisors as necessary.

Director Compensation

        Neither Mr. Weiner nor Mr. Hoffman receives compensation for his service on the Board of Directors. In addition, given the value of the investments made by the funds with which Messrs. Moritz and Sze are affiliated as well as the internal policies of certain of those funds, to date, we have not provided them with compensation for their service on the Board. Messrs. Battle and Meresman, and Ms. Kilgore serve on each of the committees of our Board. On April 24, 2014, in connection with their service, our Board approved the grant of equity awards to each of them with a targeted value of $395,000 pursuant to our Compensation Committee's valuation methodology. The value of the equity awards was allocated as follows: 70% of the value in Restricted Stock Units ("RSUs") for shares of our Class A Common Stock, and 30% of the value in stock options for shares of our Class A Common Stock. Our Compensation Committee's valuation methodology provided that the number of RSUs was calculated using an average stock price for the month preceding the 2014 Annual Meeting, and the stock options were valued at a 2:1 ratio of options to RSUs. The grants of RSUs were made on June 10, 2014, the date of our 2014 Annual Meeting of Stockholders. The grants of stock options were made, and the exercise price of such stock options was equal to the closing price of the Company's Class A Common Stock, on August 4, 2014, the first trading day of an open trading window following our 2014 Annual Meeting. Given the value of this equity compensation, none of Messrs. Battle or Meresman or Ms. Kilgore receives cash compensation for their service on the Board of Directors. We reimburse our non-employee directors for reasonable expenses in connection with attendance at Board of Director and committee meetings.

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Director Equity Awards

        The following table sets forth information regarding the equity compensation granted to our non-employee directors during the fiscal year 2014.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding the beneficial ownership of our Common Stock as of March 31, 2015 as to (i) each person who is known by us to beneficially own more than 5% of our outstanding Common Stock, (ii) each of the executive officers and other persons named in the Summary Compensation Table, (iii) each director and nominee for director, and (iv) all directors and executive officers as a group. Unless otherwise indicated, the address of each listed stockholder is c/o LinkedIn Corporation, 2029 Stierlin Court, Mountain View, California 94043.

        Applicable percentage ownership is based on 110,178,629 shares of Class A Common Stock and 15,699,338 shares of Class B Common Stock outstanding at March 31, 2015. In computing the number of shares of stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares subject to options held by that person that are currently exercisable or exercisable within 60 days of March 31, 2015, and shares issuable upon the vesting of restricted stock units within 60 days of March 31, 2015. However, we did not deem these shares to be outstanding for the purpose of computing the percentage ownership of any other person.

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PROPOSAL ONE: ELECTION OF DIRECTORS

        Our Board of Directors consists of seven members. In accordance with our certificate of incorporation, our Board is divided into three classes with staggered three-year terms. At the 2015 Annual Meeting, two Class I directors will each be elected for three-year terms.

Nominees

        The Governance and Nominating Committee of the Board recommended, and the Board approved, Leslie Kilgore and Jeffrey Weiner as nominees for election as Class I directors at the Annual Meeting. If elected, each of Leslie Kilgore and Jeffrey Weiner will serve as directors until our annual meeting in 2018, and until a successor is qualified and elected or until his or her earlier resignation or removal. Each of the nominees is currently a director of the Company. For information concerning the nominees, please see "Information about the Directors and Nominees" above in this Proxy Statement.

        Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR each of Leslie Kilgore and Jeffrey Weiner. If the nominees are unable or decline to serve as a director at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the Board. We are not aware of any reason that a nominee would be unable or unwilling to serve as a director.

Vote Required

        Each director is elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.

        The Board of Directors unanimously recommends that stockholders vote "FOR" the election of each of Leslie Kilgore and Jeffrey Weiner as Class I directors.

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PROPOSAL TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS

        The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2015 and recommends that stockholders vote for ratification of such selection. Although ratification by stockholders is not required by law, the Company has determined that it is desirable to request ratification of this selection by the stockholders. If the stockholders do not ratify the selection of Deloitte & Touche LLP, the Audit Committee may reconsider its selection. Notwithstanding its selection or voting results, the Audit Committee, in its discretion, may appoint new independent registered public accountants at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.

        Deloitte & Touche LLP has audited our consolidated financial statements annually since it was first appointed in fiscal year 2002. We expect that representatives of Deloitte & Touche LLP will be present at the Annual Meeting to respond to appropriate questions and to make a statement if they so desire.

        Fees for Professional Services Rendered, Accrued for or Billed by Deloitte & Touche LLP during Fiscal Years 2014 and 2013 (in thousands)

        "Audit Fees" consisted of fees for the audit of our annual financial statements, including audited financial statements presented in our annual report on Form 10-K, review of the financial statements presented in our quarterly reports on Form 10-Q, services rendered in connection with our Form S-3 related to our follow-on public offering in 2013, services rendered in connection with our offering of convertible debt in 2014, services rendered in connection with our acquisitions in 2013 and 2014, and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements and statutory audits required by non-U.S. jurisdiction.

        "Audit-Related Fees" consisted of assurance and related services by Deloitte & Touche LLP that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees."

        "Tax Fees" consisted of professional services rendered by Deloitte & Touche LLP for tax compliance, tax advice and tax planning. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

        "All Other Fees" consisted of permitted services other than those that meet the criteria above and include accounting subscriptions.

        Pre-approval Policy.    The Audit Committee has established a policy governing our use of the services of our independent registered public accountants. Under the policy, the Audit Committee is

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required to pre-approve all audit and non-audit services performed by the Company's independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants' independence. In fiscal years 2014 and 2013, all fees identified above under the captions "Audit Fees," "Audit-Related Fees" and "Tax Fees" that were billed by Deloitte & Touche LLP were approved by the Audit Committee in accordance with SEC requirements.

        The Audit Committee has determined that the rendering of other professional services for tax compliance and tax advice by Deloitte & Touche LLP is compatible with maintaining their independence.

Vote Required

        The affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter is necessary to ratify the selection of Deloitte & Touche LLP as our independent registered public accountants for fiscal year 2015. Abstentions are treated as shares of Common Stock present in person or represented by proxy and entitled to vote and therefore, will have the effect of a vote "against" the ratification of Deloitte & Touche LLP as our independent registered public accountants. Broker non-votes will have no effect on the outcome of the vote.

        The Board of Directors unanimously recommends that stockholders vote "FOR" the ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2015.

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PROPOSAL THREE: APPROVAL OF
THE 2011 EQUITY INCENTIVE PLAN (AS AMENDED AND RESTATED)

        We are requesting that our stockholders approve the 2011 Equity Incentive Plan (as amended and restated), or the "Amended 2011 Plan." In particular, we are seeking stockholder approval of (i) the material terms of the Amended 2011 Plan (including its eligibility provisions) for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended, or "Section 162(m)," and (ii) a provision for an automatic increase of the number of shares of Class A Common Stock that may be issued under the Amended 2011 Plan on the first day of each fiscal year beginning in fiscal year 2016. The Compensation Committee of our Board of Directors has adopted the Amended 2011 Plan, subject to approval from our stockholders at the 2015 Annual Meeting, and our Board of Directors recommends that our stockholders approve the Amended 2011 Plan. If our stockholders approve the Amended 2011 Plan, it will replace the current version of the 2011 Equity Incentive Plan and will continue in effect through its current term year of 2021, unless terminated earlier by our Compensation Committee. If our stockholders do not approve the Amended 2011 Plan, our named executive officers will no longer be able to receive equity awards under the Amended 2011 Plan.

        Approval of the Amended 2011 Plan requires the affirmative "FOR" vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the 2015 Annual Meeting.

        The Amended 2011 Plan was amended to allow us to continue to deduct in full for federal income tax purposes the compensation recognized by our executive officers in connection with certain awards granted under the Amended 2011 Plan. Section 162(m) generally denies a corporate tax deduction for annual compensation exceeding $1 million paid to the chief executive officer and other "covered employees" as determined under Section 162(m) and applicable guidance. However, certain types of compensation, including performance-based compensation, are generally excluded from this deductibility limit. To enable compensation in connection with stock options, stock appreciation rights and certain restricted stock grants, restricted stock units, performance shares and performance units awarded under the Amended 2011 Plan to qualify as "performance-based" within the meaning of Section 162(m), the Amended 2011 Plan limits the sizes of such awards and includes certain performance goals as further described below.

        The Amended 2011 Plan was further amended to include a provision for an automatic increase to the number of shares of Class A Common Stock that may be issued under the Amended 2011 Plan on the first day of each fiscal year beginning with the 2016 fiscal year in an amount equal to the least of (i) 10,000,000 shares of Class A Common Stock, (ii) 5% of the number of shares of Class A Common Stock and Class B Common Stock outstanding on the last day of the immediately preceding fiscal year, calculated on a fully diluted basis, or (iii) such number of shares of Class A Common Stock determined by the Board of Directors.

        The following is a summary of some of the material changes to the Amended 2011 Plan. This comparative summary is qualified in its entirety by reference to the actual text of the Amended 2011 Plan, set forth as Appendix A.

•

The Amended 2011 Plan has been drafted to include the following limitations to the number of shares of Class A Common Stock that may be granted, during any fiscal year, through individual awards, which is necessary to allow us to be eligible to receive income tax

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deductions under Section 162(m) (subject to any adjustment provisions contained in the Amended 2011 Plan):

•

Specific performance criteria have been added to the Amended 2011 Plan so that certain awards may be granted subject to or conditioned upon the satisfaction of performance objectives, which in turn will allow us to be eligible to receive income tax deductions under Section 162(m). These performance criteria include: stock price; revenue; membership; page views; unique visiting members; profit; bookings; cash flow; customer retention; customer satisfaction; net bookings; net income; net profit; operating cash flow; operating expenses; total earnings; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; pre-tax profit; net asset turnover; inventory turnover; capital expenditures; net earnings; operating earnings; gross or operating margin; profit margin; debt; working capital; return on equity; return on net assets; return on total assets; return on capital; return on investment; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; budget or expense management; expense targets; debt management; debt reduction; productivity; new product introductions; delivery performance; corporate transactions; business combinations; and total stockholder return.



•

The number of shares of Class A Common Stock available for issuance under the Amended 2011 Plan will be increased on the first day of each fiscal year beginning with the 2016 fiscal year, in an amount equal to the least of (i) 10,000,000 shares of Class A Common Stock, (ii) 5% of the number of shares of Class A Common Stock and Class B Common Stock outstanding on the last day of the immediately preceding fiscal year, calculated on a fully diluted basis, or (iii) such number of shares of Class A Common Stock determined by the Board of Directors.

        Our Board of Directors believes that the approval of the Amended 2011 Plan is essential to our continued success and therefore is in the best interests of the Company and our stockholders. We believe that our employees are our most valuable assets and that the awards permitted under the Amended 2011 Plan are vital to our ability to attract and retain outstanding and highly skilled individuals in the competitive labor markets in which we compete. These awards also are crucial to our ability to motivate our employees to achieve our Company goals. The Board of Directors believes that grants of stock options and other equity awards available under the Amended 2011 Plan help create long-term equity participation in the Company and thereby assist us in attracting, motivating and rewarding employees, directors and consultants.

Background for request for additional shares

        Our Compensation Committee reviewed the Amended 2011 Plan and discussed in detail (i) management's recommendations of the proposed changes, (ii) feedback from the Company's outside compensation consultant, as well as the consultant to the Compensation Committee, and

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(iii) feedback we received from our Board Chair, who is the controlling stockholder of the Company regarding the Amended 2011 Plan. In determining the number of shares of Class A Common Stock reserved for issuance under the Amended 2011 Plan, including the provision for an automatic annual addition of shares of Class A Common Stock, the Compensation Committee considered a number of factors, including:

•

Historical grant practices.  The Compensation Committee considered the historical amounts of equity awards we have granted in the past three years. In fiscal years 2012, 2013 and 2014, the number of shares of our Class A Common Stock purchased and/or issued under the Amended 2011 Plan was 2,562,112 shares, 3,047,659 shares and 3,839,768, respectively. Our three-year average gross burn rate of 5.2% is below the Institutional Shareholder Services 2015 Software & Services industry cap of 7.9%.



•

Forecasted grant practices.  Based on our business plan and historical grant practices, we currently forecast granting options and full value awards (in the form of restricted stock units) covering approximately 4.0 million shares of our Class A Common Stock over the next year, which is equal to 3.6% of our Class A Common Stock outstanding as of March 31, 2015. We project cancellation of options and forfeitures of restricted stock unit awards of approximately 900,000 shares of our Class A Common Stock over the coming year based on historic rates. If our expectation of cancellations and forfeitures is accurate, our net grants (grants less cancellations and forfeitures) over the next year would be approximately 3.1 million shares, or approximately 2.8% of our Class A Common Stock outstanding as of March 31, 2015.



•

Awards outstanding under existing grants.  As of March 31, 2015, the Company had outstanding stock options exercisable for 1,302,804 shares of Class A Common Stock and restricted stock units covering 6,115,082 shares of Class A Common Stock that were granted under Company-originated equity plans. As of the same date, the Company had outstanding stock options exercisable for an additional 48,843 shares of Class A Common Stock and restricted stock units covering an additional 5,380 shares of Class A Common Stock that were assumed in connection with mergers and other corporate transactions. Accordingly, as of March 31, 2015, the approximately 7,472,109 shares of Class A Common Stock subject to outstanding equity awards (not including awards under our Employee Stock Purchase Plan) plus 3,980,681 shares of Class A Common Stock available for future grant under our equity plans (not including shares available for future grant under our Employee Stock Purchase Plan) represented approximately 10.4% of the outstanding shares of our Class A Common Stock (commonly referred to as our "overhang").



•

Expected Utilization.  We currently forecast that the requested share increase from shares that may be added to the Amended 2011 Plan as part of the annual automatic increase will be sufficient to help us achieve our recruiting and retention efforts through the expiration of the Amended 2011 Plan; however, a change in business conditions or Company strategy could alter this projection.

Summary of the Amended 2011 Plan

        The following is a summary of the principal features of the Amended 2011 Plan and its operation. The summary is qualified in its entirety by reference to the Amended 2011 Plan itself set forth in Appendix A.

        General.    The purposes of the Amended 2011 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to our employees, directors and consultants, and to promote the success of our business. These incentives are provided through the grant of incentive stock options to our employees and any of our parent and subsidiary corporations' employees, and the grant of nonstatutory stock options, stock

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appreciation rights, restricted stock, restricted stock units, performance units and performance shares to our employees, directors and consultants and our parent and subsidiary corporations' employees and consultants. As of March 31, 2015, approximately 7,800 of our employees, directors and consultants were eligible to participate in the Amended 2011 Plan.

        Number of Shares of Class A Common Stock Available Under the Amended 2011 Plan.    Subject to the provisions of the Amended 2011 Plan, the maximum aggregate number of shares of Class A Common Stock that may be issued under the Amended 2011 Plan is 15,356,806.

        Our Amended 2011 Plan provides for annual increases in the number of shares of Class A Common Stock available for issuance thereunder on the first day of each fiscal year, beginning with our 2016 fiscal year, equal to the least of:

•

10,000,000 shares of our Class A Common Stock;



•

5% of the number of shares of Class A Common Stock and Class B Common Stock outstanding on the last day of the immediately preceding fiscal year, calculated on a fully diluted basis; or



•

such number of shares of our Class A Common Stock determined by our Board of Directors.

        Administration of the Amended 2011 Plan.    Our Board of Directors or a committee of our Board of Directors may administer the Amended 2011 Plan (the "Administrator") and our Compensation Committee currently acts as the Administrator. In the case of awards intended to qualify as "performance-based compensation" within the meaning of Section 162(m), the Amended 2011 Plan will be administered by a committee of two or more "outside directors" within the meaning of Section 162(m). The Administrator has the power to determine the terms of the awards, including the exercise price, the number of shares subject to each such award, the exercisability of the awards and the form of consideration payable upon exercise. The Administrator also has the authority to institute an exchange program whereby the exercise prices of outstanding awards may be increased or reduced, outstanding awards may be surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, or outstanding awards may be transferred to a financial institution or other person or entity selected by the Administrator.

        Options.    The Administrator is able to grant nonstatutory stock options and incentive stock options under the Amended 2011 Plan. The Administrator determines the number of shares subject to each option, although the Amended 2011 Plan provides that, subject to the adjustment provisions in the Amended 2011 Plan, a participant may not receive options to purchase more than 2,100,000 shares of our Class A Common Stock in any fiscal year.

        The exercise price of options granted under our Amended 2011 Plan must at least be equal to the fair market value of our common stock on the date of grant. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns stock representing more than 10% of the voting power of all classes of our outstanding stock as of the grant date, the term must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. Subject to the provisions of the Amended 2011 Plan, the Administrator determines the terms of all other options.

        After termination of an employee, director or consultant, he or she may exercise his or her option, to the extent vested, for a period of time specified in the option agreement. In the absence of a specified time in the option agreement, the option will remain exercisable for 12 months following a termination due to death or disability and for three months in all other cases. However, an option generally may not be exercised later than the expiration of its term.

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        Stock Appreciation Rights.    Stock appreciation rights may be granted under our Amended 2011 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. The Administrator determines the terms of stock appreciation rights, including when such rights become exercisable and whether to pay the increased appreciation in cash or with shares of our Class A Common Stock, or a combination thereof except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant. Stock appreciation rights expire under the same rules that apply to stock options. Subject to the adjustment provisions in the Amended 2011 Plan, no participant will be granted stock appreciation rights covering more than 700,000 shares of Class A Common Stock during any fiscal year.

        Restricted Stock.    Restricted stock may be granted under our Amended 2011 Plan. Restricted stock awards are shares of our Class A Common Stock that vest in accordance with terms and conditions established by the Administrator. The Administrator will determine the number of shares of restricted stock granted to any participant, but, subject to the adjustment provisions in the Amended 2011 Plan, no participant will be granted a right to purchase or acquire more than 700,000 shares of restricted stock during any fiscal year. The Administrator may impose whatever conditions to vesting it determines to be appropriate. For example, the Administrator may set restrictions based on the achievement of specific performance goals. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

        Restricted Stock Units.    Restricted stock units may be granted under our Amended 2011 Plan. Restricted stock units are awards that will result in a payment to a participant at the end of a specified period only if the vesting criteria established by the Administrator are achieved or the award otherwise vests. The Administrator may impose whatever conditions to vesting, restrictions and conditions to payment it determines to be appropriate. For example, the Administrator may set restrictions based on the achievement of specific performance goals, on the continuation of service or employment or any other basis determined by the Administrator. Payments of earned restricted stock units may be made, in the Administrator's discretion, in cash or with shares of our Class A Common Stock, or a combination thereof. The Administrator determines the number of restricted stock units granted to any participant, but, subject to the adjustment provisions in the Amended 2011 Plan, no participant may be granted more than 700,000 restricted stock units during any fiscal year.

        Performance Units and Performance Shares.    Performance units and performance shares may be granted under our Amended 2011 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the Administrator are achieved or the awards otherwise vest. The Administrator will set performance objectives or other vesting provisions in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. During any fiscal year, and subject to the adjustment provisions in the Amended 2011 Plan, no participant will receive more than 700,000 performance shares and no participant will receive performance units having an initial value greater than $100,000,000. Performance units shall have an initial dollar value established by the Administrator prior to the grant date. Performance shares shall have an initial value equal to the fair market value of our common stock on the grant date. Payment for performance units and performance shares may be made in cash or in shares of our common stock with equivalent value, or in some combination, as determined by the Administrator.

        Performance Goals.    Awards of restricted stock, restricted stock units, performance shares, performance units and other incentives under the Amended 2011 Plan may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of

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Section 162(m) and may provide for a targeted level or levels of achievement using one or more of the following measures: stock price; revenue; membership; page views; unique visiting members; profit; bookings; cash flow; customer retention; customer satisfaction; net bookings; net income; net profit; operating cash flow; operating expenses; total earnings; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; pre-tax profit; net asset turnover; inventory turnover; capital expenditures; net earnings; operating earnings; gross or operating margin; profit margin; debt; working capital; return on equity; return on net assets; return on total assets; return on capital; return on investment; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; budget or expense management; expense targets; debt management; debt reduction; productivity; new product introductions; delivery performance; corporate transactions; business combinations; and total stockholder return. The performance goals may differ from participant to participant and from award to award and any criteria used may be measured, as applicable, in absolute terms, in combination with another performance goal or goals, in relative terms, on a per-share basis, against the performance of the Company as a whole or a segment of the Company and/or on a pre-tax or after tax basis.

        To the extent necessary to comply with the performance-based compensation provisions of Section 162(m), with respect to any award granted subject to performance goals that is intended to qualify as performance-based compensation under Section 162(m), no later than the latest possible date that will not jeopardize the qualification of an award granted under the Amended 2011 Plan as "performance-based compensation" under Section 162(m), the Administrator will, in writing: (i) designate one or more participants to whom an award will be made, (ii) select the performance goals applicable to the performance period, (iii) establish the performance goals, and amounts or methods of computation of such awards, as applicable, which may be earned for such performance period, and (iv) specify the relationship between performance goals and the amounts or methods of computation of such awards, as applicable, to be earned by each participant for such performance period. Following the completion of each performance period, the Administrator will certify in writing whether the applicable performance goals have been achieved for such performance period. In determining the amounts earned by a participant, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the performance period. A participant will be eligible to receive payment pursuant to an award for a performance period only if the performance goals for such period are achieved, unless otherwise permitted by Section 162(m) and determined by the Administrator. The Administrator may in its discretion grant awards that are not intended to qualify as "performance-based compensation" under 162(m), including awards that are based on performance goals or other specific criteria or goals but do not satisfy the requirements of 162(m).

        Individual Award Limitations.    The Amended 2011 Plan contains annual grant limits intended to satisfy certain Section 162(m) requirements. Specifically, the maximum number of shares and/or

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dollars which could be issued to any one individual in any fiscal year pursuant to the Amended 2011 Plan is as follows:

        Transferability of Awards.    Unless the Administrator provides otherwise, our Amended 2011 Plan generally does not allow for the transfer of awards and only the recipient of an option or stock appreciation right may exercise such an award during his or her lifetime.

        Certain Adjustments.    In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the Amended 2011 Plan, the Administrator will make adjustments to one or more of the number and class of shares that may be delivered under the Amended 2011 Plan and/or the number, class and price of shares covered by each outstanding award and the numerical share limits contained in the Amended 2011 Plan.

        Dissolution or Liquidation.    In the event of our proposed liquidation or dissolution, the Administrator will notify participants as soon as practicable prior to the effective date of the proposed transaction and all awards, to the extent that they have not been previously exercised, will terminate immediately prior to the consummation of such proposed transaction.

        Change in Control.    Our Amended 2011 Plan provides that in the event of a merger or change in control, as defined in the Amended 2011 Plan, each outstanding award will be treated as the Administrator determines, including, without limitation, that awards may be assumed or substituted for by the acquiring or succeeding corporation. If a successor corporation does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on such award will lapse and all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels. Additionally, if a successor corporation does not assume or substitute an option or stock appreciation right, the Administrator will notify the participant in writing or electronically that such award will be exercisable for a specified period of time determined by the Administrator prior to the transaction, and such award will then terminate upon the expiration of such period. The Administrator will not be required to treat all awards similarly in the event of a merger or change in control.

        Plan Amendments and Termination.    Our Amended 2011 Plan will automatically terminate in 2021, unless we terminate it sooner. In addition, our Board of Directors has the authority to amend, alter, suspend or terminate the Amended 2011 Plan provided such action does not impair the rights of any participant unless mutually agreed to in writing by the participant and us.

Number of Awards Granted to Employees, Consultants and Directors

        The number of awards that an employee, director or consultant may receive under the Amended 2011 Plan is in the discretion of our Compensation Committee and therefore cannot be determined in advance. Our executive officers are eligible to receive awards under the Amended 2011 Plan and, accordingly, our executive officers have an interest in this proposal. The following table sets forth (i) the aggregate number of shares of Class A Common Stock subject to options and restricted stock

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units granted under the 2011 Equity Incentive Plan to our named executive officers during the last fiscal year and (ii) the average per share exercise price of such options.

Federal Tax Aspects

        The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers and the Company for awards granted under the Amended 2011 Plan. Tax consequences for any particular individual may be different.

        Nonstatutory Stock Options.    No taxable income is reportable when a nonstatutory stock option with an exercise price at least equal to the fair market value of the underlying stock on the date of grant is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any taxable income recognized in connection with an option exercise by an employee of the Company is subject to tax withholding by us. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

        Incentive Stock Options.    No taxable income is reportable when an incentive stock option is granted or exercised (except for purposes of the alternative minimum tax, in which case taxation is the same as for nonstatutory stock options). If the participant exercises the option and then later sells or otherwise disposes of the shares more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of the two- or one-year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option.

        Stock Appreciation Rights.    No taxable income is reportable when a stock appreciation right with an exercise price equal to the fair market value of the underlying stock on the date of grant is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

        Restricted Stock, Restricted Stock Units, Performance Units and Performance Shares. A participant generally will not have taxable income at the time an award of restricted stock, restricted

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stock units, performance shares or performance units, are granted. Instead, he or she will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the award becomes either (i) freely transferable, or (ii) no longer subject to substantial risk of forfeiture. However, the recipient of a restricted stock award may elect to recognize income at the time he or she receives the award in an amount equal to the fair market value of the shares underlying the award (less any cash paid for the shares) on the date the award is granted.

        Medicare Surtax.    Beginning in 2013, a participant's annual "net investment income", as defined in section 1411 of the Internal Revenue Code, may be subject to a 3.8% federal surtax (generally referred to as the "Medicare Surtax"). Net investment income may include capital gain and/or loss arising from the disposition of shares subject to a participant's awards under the Plan. Whether a participant's net investment income will be subject to the Medicare Surtax will depend on the participant's level of annual income and other factors.

        Tax Effect for Us.    The Company generally will be entitled to a tax deduction in connection with an award under the Amended 2011 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to our chief executive officer and to "covered employees" within the meaning of Section 162(m). Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. However, we can preserve the deductibility of certain compensation in excess of $1,000,000 if the conditions of Section 162(m) are met. These conditions include stockholder approval of the Amended 2011 Plan, setting limits on the number of awards that any individual may receive and for awards other than certain stock options, establishing performance criteria that must be met before the award actually will vest or be paid. The Amended 2011 Plan has been designed to permit the Administrator to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m), thereby permitting us to continue to receive a federal income tax deduction in connection with such awards.

        Section 409A.    Section 409A of the Internal Revenue Code, or Section 409A, places certain requirements on non-qualified deferred compensation arrangements. These include requirements with respect to an individual's election to defer compensation and the individual's selection of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (e.g., the individual's separation from service, a predetermined date, or the individual's death). Section 409A imposes restrictions on an individual's ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, subject to certain exceptions, Section 409A requires that such individual's distribution commence no earlier than six months after such officer's separation from service.

        Awards granted under the Amended 2011 Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A's provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as possible interest charges and penalties. In addition, certain states, such as California, have adopted similar provisions that impose similar penalty taxes.

        THE FOREGOING IS ONLY A SUMMARY OF THE EFFECTS OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO AWARDS UNDER THE AMENDED 2011 PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT

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DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT'S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

Purpose for Recommending Approval of the 2011 Equity Incentive Plan (as amended and restated)

        We believe that the amendment of the 2011 Equity Incentive Plan and the approval of its material terms is essential to our continued success. Our employees are our most valuable asset. Stock options and other awards such as those provided under the Amended 2011 Plan will substantially assist us in continuing to attract and retain employees and non-employee directors in the extremely competitive labor markets in which we compete. Such awards also are crucial to our ability to motivate employees to achieve our goals. We will benefit from increased stock ownership by selected executives, other employees and non-employee directors.

Vote Required

        The approval of a majority of the votes cast is necessary to approve the 2011 Equity Incentive Plan (as amended and restated). For purposes of this proposal, abstentions will be treated as votes "Against" the proposal. Broker non-votes will have no effect on the outcome of the vote.

        The Board of Directors unanimously recommends that stockholders vote "FOR" the Approval Of The 2011 Equity Incentive Plan (as Amended and Restated).

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PROPOSAL FOUR:
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

        As required by Section 14A of the Securities Exchange Act, we are seeking an advisory, non-binding stockholder vote with respect to compensation awarded to our Named Executive Officers.

        Our executive compensation program and compensation paid to our Named Executive Officers are described beginning on page 38 of this proxy statement. Our compensation programs are overseen by the Compensation Committee and reflect our philosophy to pay all of our employees, including our Named Executive Officers, in ways that support the following principles that we believe reflect our core values (our members come first; relationships matter; be open, honest and constructive; demand excellence; take intelligent risks; and act like an owner):

•

support, attract and retain the best talent;



•

support a high-performance culture by rewarding excellence and achievement;



•

recognize and retain top-performing talent via differentiated rewards and opportunities;



•

reinforce alignment with our Company's values (in particular, a focus on excellence and an attitude of ownership);



•

create alignment with our Company's long-term performance; and



•

provide an opportunity for each employee to share in the success we create together.

        To help achieve these objectives, we structure our Named Executive Officers' compensation to reward the achievement of short-term and long-term strategic and operational goals.

        Based on the above, we request that stockholders approve the compensation of LinkedIn's Named Executive Officers as described pursuant to the disclosure rules of the Securities and Exchange Commission pursuant to the following resolution:

RESOLVED, that the compensation paid to the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the "Compensation Discussion and Analysis" section, compensation tables and narrative discussion, is hereby APPROVED.

Vote Required

        Approval of named executive officer compensation requires the approval of a majority of the shares represented in person or by proxy and entitled to vote at the Annual Meeting. Abstentions are treated as shares represented in person or by proxy and entitled to vote at the Annual Meeting and, therefore, will have the same effect as a vote "Against" the proposal. Broker non-votes will have no effect on the outcome of the vote.

        As an advisory vote, this proposal is non-binding. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinions of our stockholders, and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.

        The Board of Directors recommends that stockholders vote "FOR" the approval of the compensation paid to the Company's Named Executive Officers.

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PROPOSAL FIVE:
STOCKHOLDER PROPOSAL — BOARD REPORT TO SHAREHOLDERS
ON PLANS TO INCREASE GENDER AND RACIAL DIVERSITY ON THE BOARD

        We have been advised that New York State Comptroller as trustee of the New York State Common Retirement Fund, intends to submit the proposal set forth below at our annual meeting.

WHEREAS:

        LinkedIn Corporation (the "Company") has only one female director and no female Named Executive Officers.

        In its August 2012 report on board diversity and corporate performance, Credit Suisse Research Institute stated "the Sarbanes-Oxley Act of 2002 in the USA and the Higgs Review of Corporate Governance in 2003 in the UK called for significant changes to the composition of corporate boards. Both called for greater balance on the board to off-set the relative lack of independent advice and to reduce the homogeneity of the directors" (emphasis added).

        We believe that diversity, inclusive of gender and race, is an essential measure of sound governance and a critical attribute to a well-functioning board.

        Research confirms a strong business case for such diversity on corporate boards. For example, Credit Suisse Research Institute links board gender diversity to higher returns on equity, lower leverage, higher price/book ratios, and improved growth prospects.

        According to an October 2014 PricewaterhouseCoopers survey of institutional investors representing more than $11 trillion in managed assets, "Nine in 10 investors believe that boards should be revisiting their director diversity policies, and 85% believe that doing so will require addressing underlying impediments."

RESOLVED:

        Shareholders request that the Board report to shareholders by September 2015, at reasonable expense and omitting proprietary information, on plans to increase gender and racial diversity on the Board, including an assessment of the effectiveness of such efforts. The report should include a description of what steps, if any, the Board and/or the Nominating Committee has taken or plans to take:

1.

Include women and racial minority candidates in the pool from which Board nominees are chosen; and



2.

Expand director searches to include nominees from both corporate positions beyond the executive suite and non-traditional environments including government, academia, and non-profit organization.

        The requested report should also address:

•

Changes to the Nominating Committee Charter to include a requirement to consider the Board's gender and racial diversity in identifying director candidates.



•

The number of women and racial minorities in the candidate pool within the past 3 years.



•

Any challenges to increasing diversity identified by the Board and any plans to address them.

SUPPORTING STATEMENT:

        We believe that in an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to a company's success. Further,

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director diversity helps ensure that different perspectives are brought to bear on issues, while enhancing the likelihood that proposed solutions will be nuanced and comprehensive.

        In our view, companies combining competitive financial performance with high standards of corporate governance, including board diversity and a high level of board independence, are better positioned to generate long-term value for their shareholders.

The Company's Response

        The Board has carefully considered the stockholder proposal submitted by the New York State Comptroller as trustee of the New York State Fund Common Retirement Fund and has determined to make no recommendation either in favor of or opposed to the foregoing proposal.

        LinkedIn values workforce inclusion, and has developed several initiatives and partnerships to help us achieve even greater diversity. Some of those initiatives include partnerships with organizations such as YearUp, the Anita Borg Institute, Management Leadership for Tomorrow, and Out & Equal Workplace Advocates. We work with these organizations to expand opportunities at LinkedIn and beyond for a diverse and broad population of potential employees. True inclusion is something that can only be achieved through a workforce that reflects the rich diversity of our member base, and this is something we strive to do in all of our hiring, advancement and retention efforts.

        While our Board of Directors has determined not to make a recommendation either in favor of or opposed to the foregoing proposal, we believe that our current practices do support board diversity. Our Corporate Governance Guidelines and our Governance and Nominating Committee charter provide that diversity be considered by our Governance and Nominating Committee when evaluating potential new Board members, and the mix of viewpoints and experience we want to have represented.

Vote Required

        The affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter is necessary to ratify the Stockholder Proposal. Abstentions are treated as shares of Common Stock present in person or represented by proxy and entitled to vote and therefore, will have the effect of a vote "Against" the Stockholder Proposal. Broker non-votes will have no effect on the outcome of the vote.

        The Board of Directors makes no recommendation regarding this proposal.

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EXECUTIVE OFFICERS

        Set forth below is information regarding our executive officers as of April 17, 2015.

        Jeffrey Weiner has served as our Chief Executive Officer since June 2009 and as a member of our Board of Directors since July 2009. Mr. Weiner served as our interim President from December 2008 to June 2009. Prior to LinkedIn, Mr. Weiner was an Executive in Residence at Greylock Partners and Accel Partners, both venture capital firms, from September 2008 to June 2009, where he focused on advising the leadership teams of the firms' consumer technology portfolio companies and worked closely with the partners to evaluate new investment opportunities. Previously, Mr. Weiner held several key leadership roles at Yahoo! Inc., one of the world's largest digital media companies, from May 2001 to June 2008, including most recently as an Executive Vice President where he was responsible for many of the company's consumer-facing products. In addition to LinkedIn, Mr. Weiner serves on the board of directors of Intuit Inc., a provider of business and financial management solutions, as well as DonorsChoose.org and Malaria No More. He is also a member of the advisory board at Venture For America and the advisory council at The Boys & Girls Clubs of the Peninsula. He holds a B.S. in Economics from The Wharton School at the University of Pennsylvania.

        Steven Sordello has served as our Senior Vice President and Chief Financial Officer since January 2011 and served as our Chief Financial Officer from July 2007 to January 2011. Prior to LinkedIn, Mr. Sordello served as Chief Financial Officer of two NASDAQ publicly traded companies. He was Chief Financial Officer of TiVo, Inc., a manufacturer of digital video recorders, from August 2006 to July 2007, where he was part of the management team that helped lead TiVo to its first quarter of profitability. Prior to TiVo, Mr. Sordello served in several roles, including as Chief Financial Officer at Ask Jeeves, Inc., an Internet search engine company, from May 1999 to October 2005 when it was acquired by IAC/InterActiveCorp. Mr. Sordello has also worked in senior finance roles at Adobe Systems Incorporated, a leading software company, and Syntex Corporation, a pharmaceuticals company (acquired by Roche Pharmaceuticals). Mr. Sordello serves on the board of directors of Cloudera, a provider of enterprise analytic data management solutions. Mr. Sordello also serves on the board of trustees of Santa Clara University. He holds an M.B.A. and a B.S. in Business from Santa Clara University.

        Michael Callahan has served as our Vice President, General Counsel and Secretary since July 2014. Prior to LinkedIn, Mr. Callahan served as Executive Vice President, Chief Legal Officer at Auction.com LLC, a leading online real estate marketplace, from January 2013 to July 2014. Prior to Auction.com, Mr. Callahan served as Executive Vice President, General Counsel and Secretary at Yahoo! Inc., from April 2007 to July 2012, and from December 1999 to April 2007, he served in increasingly senior legal roles at Yahoo!. He also worked in business and legal capacities at Electronics for Imaging, Inc. Mr. Callahan began his legal career with Skadden, Arps, Slate, Meagher & Flom LLP. He serves as a member of the board of directors of the Georgetown Technology Alliance. He holds a J.D. from the University of Connecticut and a B.S. from Georgetown University—School of Foreign Service.

        Michael Gamson has served as our Senior Vice President, Global Solutions since January 2011. Prior to that, Mr. Gamson was our Vice President of Sales for our Hiring Solutions business

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from June 2008 to January 2011, and our General Manager of LinkedIn Research Network from September 2007 to June 2008. Prior to LinkedIn, Mr. Gamson served in several roles, including most recently as Director of Product Marketing from April 2004 to August 2007, at Advent Software, Inc., a provider of enterprise software for investment managers, from January 1999 until August 2007. Mr. Gamson holds a B.A. in Comparative Religions and Fine Arts from Amherst College.

        J. Kevin Scott has served as our Senior Vice President, Engineering and Operations since November 2013, served as our Senior Vice President, Engineering from February 2012 until November 2013, and served as our Vice President, Engineering from February 2011 to February 2012. Prior to LinkedIn, Mr. Scott was Senior Engineering Director at Google Inc., an Internet search company, from June 2010 to February 2011, responsible for overseeing mobile ads engineering. Prior to that, Mr. Scott was VP Engineering/Operations at AdMob, a mobile advertising company, from July 2007 to June 2010. He holds an M.S. in Computer Science from Wake Forest University and a B.S. in Computer Science from Lynchburg College.

        Each officer serves at the discretion of our Board of Directors and holds office until his successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis provides an overview of the material components of our executive compensation program for the following executive officers who we refer to as the "Named Executive Officers:"

•

Jeffrey Weiner, our Chief Executive Officer (our "CEO");



•

Steven Sordello, our Senior Vice President and Chief Financial Officer (our "CFO");



•

Michael Callahan, our Vice President, General Counsel and Secretary;



•

Michael Gamson, our Senior Vice President, Global Solutions;



•

J. Kevin Scott, our Senior Vice President, Engineering and Operations; and



•

Dipchand "Deep" Nishar, our former Senior Vice President, Product and User Experience.

        Specifically, this Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each component of compensation that we provide. In addition, we explain how and why the Compensation Committee of our Board of Directors (the "Compensation Committee") arrived at the specific compensation policies and decisions involving our executive team, including the Named Executive Officers, during 2014.

Management Changes in 2014

        On July 28, 2014, we appointed Mr. Callahan as our Vice President, General Counsel and Secretary. In addition, Mr. Nishar resigned as our Senior Vice President, Product and User Experience in October 2014.

Executive Summary

        We are the world's largest professional network on the Internet with approximately 347 million members in over 200 countries and territories as of December 31, 2014. We believe we are the

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most extensive, accurate and accessible network focused on professionals. We seek to create value for members by connecting them to the people, knowledge and opportunities that matter most to them professionally. Our members create the core of our platform, and we, in turn, provide members with applications and tools to help them manage their careers to achieve their full potential.

2014 Business Highlights

        We continued our growth in 2014, producing strong financial and operational results, and achieved the "stretch" performance levels for several of the operational measures we use to evaluate our business. These accomplishments were reflected in the following financial results for 2014:

•

Total net revenue was approximately $2.2 billion, representing a 45% increase as compared to approximately $1.5 billion in 2013;



•

Adjusted EBITDA was approximately $592 million, or 27% of revenue, as compared to approximately $376 million, or 25% of revenue in 2013;¹ and



•

We continued to see strong growth in our key non-financial metrics, including:



•

Registered member growth to approximately 347 million as of December 31, 2014, or a 25% increase, as compared to 277 million as of December 31, 2013;



•

An increase in unique visiting members to approximately 87 million as of December 31, 2014, or a 19% increase, as compared to approximately 73 million as of December 31, 2013; and



•

Member page view growth to approximately 109 billion as of December 31, 2014, or a 31% increase, as compared to approximately 83 billion as of December 31, 2013.

2014 Executive Compensation Highlights

        Our executive compensation program emphasizes long-term value creation that correlates with the growth of sustainable long-term value for our stockholders as well as motivates and rewards the members of our executive team, including the Named Executive Officers. In 2014, we made the following compensation decisions:

•

Base Salary:  We adjusted the base salaries of the members of our executive team, including the Named Executive Officers, to compensate them appropriately given their level of performance and align base salaries with the competitive market.



•

Annual Cash Bonus Payouts:  We paid annual cash bonuses to the members of our executive team, including the Named Executive Officers, to reward achievement of the corporate performance objectives under our 2014 Executive Bonus Plan. Bonus payouts were 161.5% of base salary paid during 2014 to our CEO and averaged approximately 103.4% of base salary paid during 2014 to our other Named Executive Officers (aside from Mr. Nishar, who did not receive a bonus because he resigned in October 2014), and reflected achievement beyond our target performance levels for the financial and operational measures used in our 2014 Executive Bonus Plan.



•

Equity Awards:  We granted options to purchase shares of our Class A Common Stock and restricted stock unit ("RSU") awards covering shares of our Class A Common Stock to the members of our executive team, including the Named Executive Officers. We believe a mix of

1

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, including adjusted EBITDA. Net loss for 2014 was approximately $15.3 million, and net income for 2013 was approximately $26.8 million. For a full reconciliation of net income and adjusted EBITDA, please see page 51 of our Annual Report accompanying this proxy statement.

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options and RSUs best achieves our retention objectives and aligns the interests of our executive team with the interests of our stockholders by motivating their efforts to increase stockholder value. These awards were granted in recognition of our strong financial and operational performance as well as to satisfy our retention objectives in a highly competitive market.

Executive Compensation Policies and Practices

        We endeavor to maintain compensation policies and practices that are consistent with sound governance standards. Our Compensation Committee evaluates our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were in effect during 2014:

•

Independent Compensation Committee.  Our Compensation Committee is comprised solely of independent directors who have established effective means for communicating with each other and with stockholders, and implementing their executive compensation ideas, as well as addressing concerns.



•

Annual Executive Compensation Review.  Our Compensation Committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on the Company.



•

Performance-Based Compensation.  Our executive compensation program is designed so that a portion of compensation is performance-based, and therefore "at risk," dependent upon corporate performance, as well as equity-based to align the interests of our executive officers with our stockholders. The overall performance and contribution of the executive is also considered in determining each individual's compensation.



•

Minimal Perquisites and Special Benefits.  The members of our executive team participate in broad-based Company-sponsored retirement, health and welfare benefits programs on the same basis as our other full-time, salaried employees. We do not provide any perquisites or other personal benefits to the members of our executive team.



•

No Tax Reimbursements.  We do not provide any tax reimbursement payments (including "gross-ups") on any perquisites, other personal benefits or change in control or severance benefits.



•

Multi-Year Vesting Requirements.  The equity awards granted to our executive team vest or are earned over multi-year periods, consistent with current market practice and our retention objectives.



•

"Double-Trigger" Change-in-Control Arrangements.  There are no payments and benefits that are payable solely as a result of a change-in-control in the Company. All change-in-control payments and benefits are based on a "double-trigger" arrangement (that is, they require both a change-in-control of our Company plus an involuntary termination of employment before payments and benefits are paid).



•

Stock Ownership Guidelines.  We maintain stock ownership guidelines for our Section 16 executive officers, which encourages each of them to retain a specified amount of equity.



•

Hedging and Pledging Prohibited.  We prohibit our employees, including the members of our executive team, and the members of our Board of Directors, from hedging or pledging our

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common equity securities, and we also prohibit the use of our common equity securities in margin accounts.

Executive Compensation Philosophy

        We operate in a new and rapidly evolving market. To succeed in this environment, we must continually refine our business model, foster the viral growth of our member base, increase the level of engagement of our members, develop and update new and existing products and solutions and expand our international operations. To achieve these objectives, we need a highly talented team of high-performing professionals. We also expect our team to possess and demonstrate strong leadership and management capabilities.

        We believe that to attract, retain and motivate high-performing employees, including the Named Executive Officers, we must continue to foster our unique company culture, which serves as the basis on which we hire, evaluate and reward the performance of our employees.

        From our values and culture, we have developed the following principles to guide the design and operation of our executive compensation program, which aims to:

•

support, attract and retain the best talent;



•

support a high-performance culture by rewarding excellence and achievement;



•

recognize and retain top-performing talent via differentiated rewards and opportunities; reinforce alignment with our Company's values (in particular, a focus on excellence and an attitude of ownership);



•

create alignment with our Company's long-term performance; and



•

provide an opportunity for each executive to share in the success we create together.

Executive Compensation Program Design

        We offer cash compensation in the form of base salaries to reward individual contributions, as well as critical skills and technical expertise, and to compensate our executive team for their day-to-day responsibilities, and annual bonuses to motivate achievement of our shorter-term financial and operational objectives. Our Compensation Committee continues to believe that emphasis on the equity component of executive compensation, however, in the form of both options to purchase shares of our Class A Common Stock and RSU awards for shares of our Class A Common Stock, best achieves our retention objectives and aligns the interests of the members of our executive team, including the Named Executive Officers, with the interests of our stockholders by motivating their efforts to increase stockholder value.

Compensation-Setting Process

Role of Compensation Committee

        Our Compensation Committee is responsible for overseeing executive compensation matters, including determining and approving the ongoing compensation arrangements for the members of our executive team. Pursuant to its charter, which is available at http://investors.linkedin.com/governance.cfm, our Compensation Committee is responsible for evaluating, approving and reviewing the compensation policies, practices, plans and arrangements for the members of our executive team, including the Named Executive Officers, and overseeing our cash-based and equity-based compensation plans. Our Compensation Committee has the right to delegate certain of its authority, but to date, it has not done so.

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        Each year, our Compensation Committee conducts a review of our executive compensation program and related policies and practices. As part of this review process, our Compensation Committee applies our values and the objectives as described above, together with consideration for the levels of compensation that we believe are appropriate given our profile in the marketplace as well as the demand for our executive officers by competitors and other companies, to ensure that the compensation of the members of our executive team remains competitive and that we are meeting our retention objectives. When making compensation decisions, our Compensation Committee also carefully considers the compensation levels among our executive officers and its objective of establishing reasonable and appropriate internal peer position relationships, as well as the potential cost to us if we were required to find a replacement for an individual executive officer.

        In determining the compensation of the members of our executive team, including the Named Executive Officers, for 2014, our Compensation Committee and the Committee's independent compensation consultant reviewed and considered various market data presented by our management and its advisor, Compensia, Inc., a national compensation consulting firm that provides executive compensation advisory services ("Compensia"), as well as our overall strategic business plan. Market data was used primarily as a reference point for measuring the competitive marketplace, and was one factor among others, used by our Compensation Committee in determining executive compensation.

Role of Management

        In carrying out its responsibilities, our Compensation Committee works with members of our management, including our CEO. Typically, our management assists our Compensation Committee by providing information on corporate and individual performance, market data on compensation matters and management's perspective and recommendations on compensation matters for our employees in general. In 2014, our talent team and Compensia prepared an analysis of the level of and mix between cash and equity compensation for the members of our executive team compared to the competitive market (as determined using compensation survey data and publicly-available data from our compensation peer group (as discussed below)). Our Compensation Committee then used this information as a reference in its deliberations on specific compensation actions and decisions.

        Typically, our CEO attends meetings of our Compensation Committee and will provide input and make recommendations regarding compensation matters, including the compensation of the members of our executive team. While our Compensation Committee solicits and reviews our CEO's recommendations and proposals with respect to compensation-related matters for our employees, including the other members of our executive team, it uses these recommendations and proposals as one factor in making compensation decisions. Our CEO is not present for and does not participate in discussions or decisions regarding his own compensation. With respect to our CEO's compensation, the Chair of our Board of Directors, who is not a member of the Compensation Committee, will provide input to our Compensation Committee.

Role of Compensation Consultant

        Compensia has been engaged by and serves as an advisor to management. Compensia reviews the compensation arrangements of the members of our executive team and generally provides support for our analysis of compensation data and formulation of recommendations for executive compensation actions and decisions. Compensia also often presents market information and data to our Compensation Committee. Further, our Compensation Committee works directly with Compensia from time to time to obtain additional information or clarity regarding data provided by Compensia, and also requests specific analyses.

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        In 2014, our Compensation Committee engaged Vareo Advisors, LLC ("Vareo") as its independent compensation consultant to provide it with information, recommendations and other advice relating to executive compensation on an ongoing basis. Vareo serves at the direction and discretion of our Compensation Committee. Vareo does not perform other services for our Company.

        In 2014, Vareo performed the following services for our Compensation Committee:

•

advised on proposed executive compensation packages in the context of market and best practices;



•

advised on the reasonableness of assumptions and data presented by management and Compensia regarding executive compensation;



•

advised on our equity award strategy in the context of market and best practices; and



•

advised on compensation for the members of our Board of Directors.

        Vareo also attended our Compensation Committee meetings during 2014.

        Our Compensation Committee has assessed the independence of Vareo, taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and The New York Stock Exchange listing standards, and has concluded that no conflict of interest exists with respect to the work Vareo performs for our Compensation Committee and that Vareo is independent under Exchange Act Rule 10C-1 and The New York Stock Exchange listing standards.

Competitive Positioning

        In the course of its deliberations on executive compensation matters, our Compensation Committee uses publicly-available data on the compensation policies and practices of comparable publicly-traded companies as a reference to understand the competitive market for executive talent. With respect to the 2014 compensation of the members of our executive team, including the Named Executive Officers, our Compensation Committee reviewed an analysis of competitive market data derived from the companies in the following compensation peer group (which was approved by our Compensation Committee in the fall of 2013):

        This compensation peer group was used as a reference in the course of our Compensation Committee's review of our executive compensation program and decisions regarding the compensation for the members of our executive team for 2014.

        In determining our compensation peer group, we focused primarily on three specific categories of companies:

•

technology companies based in the United States;



•

consumer Internet companies in the United States; and



•

technology companies in the San Francisco Bay Area.

        We also considered the revenue, market capitalization and earnings before interest, taxes, depreciation and amortization ("EBITDA") levels of these companies, and determined that a

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compensation peer group consisting of companies with revenue and EBITDA levels both above and below our own revenue and EBITDA levels was appropriate. Our Compensation Committee believed that including companies with higher revenue and EBITDA levels than ours was appropriate due to our historical and recent strong growth. The compensation peer group includes a combination of Internet, enterprise and technology companies where, as a result of strong growth, the scope and complexity of the peer companies' senior executive positions were comparable to the scope and complexity of our executive positions. In addition, the compensation peer group includes companies which have experienced strong growth rates in the period immediately following their initial public offerings.

Role of Stockholder Advisory Vote on Executive Compensation

        At our Annual Meeting of Stockholders in June 2012, we held a non-binding advisory stockholder vote on the compensation of the Named Executive Officers, commonly referred to as a "Say-on-Pay" vote. Our stockholders overwhelmingly approved the compensation of the Named Executive Officers, with approximately 97% of the votes cast by stockholders voted in favor of our 2012 Say-on-Pay proposal. As our Compensation Committee has evaluated our executive compensation policies and practices since that vote, it has been mindful of the strong support our stockholders expressed for our executive compensation philosophy and program through this vote.

        Based on the results of a separate stockholder advisory vote on the frequency of future stockholder advisory votes regarding the compensation of the Named Executive Officers, commonly referred to as a "Say-When-on-Pay" vote, conducted at our Annual Meeting of Stockholders in June 2012, our Board of Directors determined that we will hold our Say-on-Pay votes on a triennial basis (that is, once every three years.

        We are holding our second "Say-on-Pay" vote this year (see Proposal Four) and the next stockholder advisory vote on the compensation of the Named Executive Officers will take place in 2018.

Executive Compensation Program Components

Base Salary

        In February 2014, our Compensation Committee reviewed the base salaries of the members of our executive team, including the Named Executive Officers, and made adjustments as part of its ongoing effort to transition the base salaries of our executives towards market-competitive positions more reflective of our compensation peer group. In determining the size of these adjustments, our Compensation Committee considered a number of factors, including each executive officer's performance, past and expected future contributions to the Company, responsibilities, experience, prior base salary level, our Company's anticipated strong growth rate, internal equity, competitive market data (with an emphasis on the 50th percentile of such data) and the recommendations of our CEO (except with respect to his own base salary).

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        The adjustments to the base salaries of the Named Executive Officers, which were effective on April 1, 2014, were as follows:

        The actual base salaries paid to the Named Executive Officers during 2014 are set forth in the "2014 Summary Compensation Table."

Cash Bonuses

        In February 2014, our Compensation Committee approved an executive bonus compensation plan for 2014 for the members of our executive team, including the Named Executive Officers (the "2014 Executive Bonus Plan"). Consistent with our historical practices, the 2014 Executive Bonus Plan was designed to motivate and reward the members of our executive team for their efforts to achieve the financial and operational objectives reflected in our annual operating plan, including our member growth and engagement goals. As contemplated under the 2014 Executive Bonus Plan, our Compensation Committee established target bonus opportunities for each of the members of our executive team that would be payable based upon our level of achievement with respect to our corporate performance measures for the year.

Target Bonus Opportunities

        Our Compensation Committee set the target bonus opportunities for the members of our executive team, including the Named Executive Officers, under the 2014 Executive Bonus Plan as a percentage of each executive officer's base salary. These target bonus opportunities were set after reviewing an analysis of the current market practices of the companies in the compensation peer group for similar positions and are intended to reward our best talent appropriately along typical market practices for achieving our business objectives.

        The target bonus opportunity of our CEO was set at 150% of his base salary, and the target bonus opportunities of Messrs. Sordello, Gamson and Scott were set at 100% of their base salaries. Mr. Callahan's target bonus opportunity was set at 75% of his annual base salary at the time of his appointment as our Vice President, General Counsel and Secretary in July 2014.

        The target bonus opportunity for each Named Executive Officer was effective April 1, 2014 (other than Mr. Callahan, who joined us in July 2014). Between January 1 and April 1, 2014, the target bonus opportunity was the percentage used in 2013. Further, the maximum bonus payout of each Named Executive Officer was capped at 150% of his target bonus opportunity.

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Bonus Pool Funding and Performance Measures

        For purposes of funding the 2014 Executive Bonus Plan, our Compensation Committee established a "bonus pool" to be funded on the basis of our Company's actual level of achievement as measured against the corporate financial and operational performance objectives selected for the year.

        The funding of the bonus pool (and, consequently, the payout of each executive officer's bonus) was based entirely on the Company's level of achievement under certain specified corporate performance measures.

        For purposes of the 2014 Executive Bonus Plan, our Compensation Committee established the following five corporate performance measures, each equally weighted at 20%:

•

revenue;



•

adjusted EBITDA;



•

members;



•

unique visiting members (formerly referred to as "internal unique visitors"); and



•

member page views.

        For purposes of the 2014 Executive Bonus Plan, "revenue" was calculated as reflected in our audited financial statements for 2014 and "adjusted EBITDA" was calculated based on our full-fiscal year earnings as reflected in our audited financial statements, adjusted to exclude income tax provision, depreciation and amortization, stock-based compensation expense and interest and other income and expenses. The operational performance measures (members, unique visiting members and member page views) are measures of member growth and engagement, which our Compensation Committee believes is the key to our long-term success. In addition, the financial performance measures (revenue and adjusted EBITDA) are important indicators of our ability to monetize our solutions and achieve profitability. We use adjusted EBITDA, a non-GAAP financial measure, as one of our performance metrics because it is a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. Each of the corporate performance measures was given equal weight based on our Compensation Committee's belief that each was critical to achieving our strategic and operational objectives for 2014.

        For each performance measure, our Compensation Committee approved a threshold, target and "stretch" performance level that would contribute to the funding of the bonus pool. The bonus pool was funded at the average percentage of all of the corporate performance measures. If our performance for 2014 for any measure was below the threshold performance level, the bonus pool would not be funded with respect to that measure. Bonus payments would be made at 50% for performance meeting the threshold performance level, 100% for performance meeting the target performance level and 150% for performance meeting the "stretch" performance level. For performance achievement between the threshold and target performance levels, and between the target and "stretch" performance levels, bonus payments would be interpolated on a straight-line basis, up to a maximum of 150% for any measure. Our Compensation Committee believed that the achievement of the target performance levels for each measure would require excellent leadership, effective leveraging of our competencies and a clear focus on driving and achieving results throughout the year.

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2014 Bonus Decisions

        In March 2015, the size of the bonus pool and the bonus payments were determined based on our performance during 2014, pursuant to the 2014 Executive Bonus Plan. We achieved 111% overall funding as reflected in the table below, based on our performance as compared to the corporate performance measures. This percentage was used to establish the size of the bonus pool available to the members of our executive team, including the Named Executive Officers.

        Since all of the members of our executive team participated in the 2014 Executive Bonus Plan, the funds allotted to the plan were allocated to these individuals in addition to the Named Executive Officers. In March 2015, the following bonus payments were made to the Named Executive Officers for 2014 pursuant to the 2014 Executive Bonus Plan: