Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 26, 2012

 

 

TRIPADVISOR, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35362   80-0743202

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

141 Needham Street

Newton, MA 02464

(Address of principal executive offices) (Zip code)

(617) 670-6300

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

The TripAdvisor, Inc. (the “Company”) annual meeting of stockholders was held on June 26, 2012 (the “Annual Meeting”). According to the inspector of elections, stockholders present in person or by proxy voted on each proposal presented as follows:

Proposal 1Election of directors. The stockholders elected ten directors of the Company, seven of whom were elected by holders of common stock and Class B common stock voting together as a single class (“Combined Stock Nominees”), and three of whom were elected by holders of common stock only (“Common Stock Nominees”), and, each to serve for a one-year term from the date of his or her election and until such director’s successor is elected or until such director’s earlier resignation or removal. Stockholders voted as follows:

 

      For      Withheld      Broker
Non-Votes
 

Combined Stock Nominees

        

Barry Diller

     211,346,203         16,428,890         7,335,571   

Stephen Kaufer

     212,891,128         14,833,965         7,335,571   

William R. Fitzgerald

     216,430,976         11,344,117         7,335,571   

Victor A. Kaufman

     216,442,712         11,332,381         7,335,571   

Dara Khosrowshahi

     216,453,773         11,321,320         7,335,571   

Michael P. Zeisser

     215,293,894         12,481,199         7,335,571   

Sukhinder Singh Cassidy

     227,043,664         731,429         7,335,571   

Common Stock Nominees

        

Jonathan F. Miller

     97,599,363         2,175,740         7,335,571   

Jeremy Philips

     97,614,981         2,160,122         7,335,571   

Robert S. Wiesenthal

     97,614,383         2,160,720         7,335,571   

Proposal 2Ratification of appointment of independent registered public accounting firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012. Stockholders voted as follows:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

235,052,809

  45,945   11,910   0

Proposal 3Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. Stockholders voted as follows:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

226,530,143

  628,562   616,388   7,335,571

Proposal 4Approval, on an advisory basis, of the frequency of future advisory resolutions to approve the compensation of the Company’s named executive officers. The stockholders recommended, on an advisory basis, a a frequency of every three years for the advisory vote on the compensation of the Company’s named executive officers. Stockholders voted as follows:

 

1 Years

 

2 Years

 

3 Years

 

Abstain

 

Broker

Non-Votes

43,842,912

  85,987   183,744,049   102,145   7,335,571

Based on these results, and consistent with the recommendation of the Company’s Board of Directors, the Company intends to hold an advisory vote on executive compensation every three years, until the next required non-binding advisory vote on the frequency of holding future votes regarding executive compensation.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TRIPADVISOR, INC.
By:  

/s/    SETH J. KALVERT

  Seth J. Kalvert
  Senior Vice President, General Counsel and Secretary

Dated: June 28, 2012