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 28, 2013

 

 

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 28, 2013 (the “Annual Meeting”). According to the inspector of elections, the stockholders present in person or by proxy represented 120,469,024 shares of common stock (generally entitled to one vote per share) and 12,799,999 shares of Class B common stock (generally entitled to ten votes per share). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1Election of directors. The stockholders voted on the election of seven directors of the Company, five of whom were elected by holders of common stock and Class B common stock voting together as a single class (“Combined Stock Nominees”), and two of whom were elected by holders of common stock only (“Common Stock Nominees”), 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

        

Gregory B. Maffei

     198,789,075         42,565,138         7,114,801   

Stephen Kaufer

     216,390,975         24,963,238         7,114,801   

Jonathan F. Miller

     240,703,724         650,489         7,114,801   

Christopher W. Shean

     221,793,097         19,561,116         7,114,801   

Sukhinder Singh Cassidy

     232,755,386         8,598,827         7,114,801   

Common Stock Nominees

        

Jeremy Philips

     104,760,591         8,593,632         7,114,801   

Robert S. Wiesenthal

     112,984,775         369,448         7,114,801   

Accordingly, the foregoing nominees were elected to the Company’s board of directors.

Proposal 2Ratification of appointment of independent registered public accounting firm. The stockholders voted on the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013. Stockholders voted as follows:

 

For    Against    Abstain    Broker
Non-Votes
248,243,606    210,047    15,361    0

Accordingly, the appointment of independent registered public accounting firm was ratified.

Proposal 3Approval of the Company’s 2011 Stock and Annual Incentive Plan, as amended. The stockholders voted on the approval of the Company’s 2011 Stock and Annual Incentive Plan, as amended, including an amendment to increase the aggregate number of shares of common stock authorized for issuance thereunder by 15,000,000 shares. Stockholders voted as follows:

 

For    Against    Abstain    Broker
Non-Votes
188,265,162    53,049,839    39,212    7,114,801

Accordingly, the Company’s 2011 Stock and Annual Incentive Plan, as amended, was approved.


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: July 5, 2013