UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ PreliminaryProxy Statement | ¨ Confidential,for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ DefinitiveProxy Statement |
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| þ DefinitiveAdditional Materials |
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| ¨ SolicitingMaterial Under Rule 14a-12 |
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TRIPADVISOR, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| (3) | Filing Party: |
| (4) | Date Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 28, 2013.
| TRIPADVISOR, INC. | Meeting Information
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| Meeting Type: Annual Meeting
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| For holders as of: May 1, 2013
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| Date: June 28, 2013 Time: 10:30 AM
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| TRIPADVISOR, INC. | Location: | Goodwin Procter LLP 53 State Street Boston, MA 02109
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You are receiving this communication because you hold shares in the company named above. |
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141 NEEDHAM STREET NEWTON, MA 02464 |
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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— Before You Vote —
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
COMBINED DOCUMENT |
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How to View Online:
Have the information that is printed in the box marked by the
arrow
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is
printed in the box marked by the arrow
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 14, 2013 to facilitate timely delivery.
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— How To Vote — Please Choose One of the Following Voting Methods
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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Directions to the meeting are available by visiting www.tripadvisor.com and clicking on the “About Us” link.
Vote By Internet: To vote now by
Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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(located on the following page) and visit: www.proxyvote.com.
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Voting Items
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The Board of Directors recommends you vote FOR the following:
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| 1. | Election of Directors | |||||||||||||||||
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01) |
Gregory B. Maffei | 05) | Christopher W. Shean | |||||||||||||||
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02) |
Stephen Kaufer | 06) | Sukhinder Singh Cassidy | |||||||||||||||
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03) |
Jonathan F. Miller | 07) | Robert S. Wiesenthal | |||||||||||||||
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04) |
Jeremy Philips | |||||||||||||||||
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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.
The Board of Directors recommends you vote FOR proposals 2 and 3: | ||||||||||||||||||
| 2. | To ratify the appointment of Ernst & Young LLP as TripAdvisor, Inc.’s independent registered public accounting firm for 2013. | |||||||||||||||||
| 3. | To consider and approve TripAdvisor, Inc.’s 2011 Stock and Annual Incentive Plan, as amended. | |||||||||||||||||
| Note: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. | ||||||||||||||||||
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