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 12, 2014

 

 

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 annual meeting of stockholders of TripAdvisor, Inc., a Delaware corporation (the “Company”), was held on June 12, 2014 (the “Annual Meeting”). According to the inspector of elections, the stockholders present in person or by proxy represented 129,078,106 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 nine directors of the Company, six 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”), 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

     193,664,006         44,941,436         5,672,655   

Stephen Kaufer

     213,119,670         25,485,772         5,672,655   

Dipchand (Deep) Nishar

     237,847,164         758,278         5,672,655   

Spencer M. Rascoff

     236,790,709         1,814,733         5,672,655   

Christopher W. Shean

     210,889,614         27,715,828         5,672,655   

Sukhinder Singh Cassidy

     237,712,180         893,262         5,672,655   

Common Stock Nominees

        

Jonathan F. Miller

     109,116,975         1,488,477         5,672,655   

Jeremy Philips

     109,808,101         797,451         5,672,655   

Robert S. Wiesenthal

     109,892,944         712,508         5,672,655   

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 KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014. Stockholders voted as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

243,601,909

  53,834   622,354   0

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

 

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Proposal 3Consider stockholder proposal regarding majority voting in director elections. The stockholders voted on a proposal to amend the Company’s corporate governance documents to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of stockholders, with a plurality vote standard retained for contested director elections. Stockholders voted as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

75,220,867

  162,736,197   648,378   5,672,655

Accordingly, the stockholder proposal regarding majority voting was not approved.

 

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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.
Dated: June 13, 2014     By:  

/s/ Linda C. Frazier

      Linda C. Frazier
      Vice President, Associate General
      Counsel and Assistant Secretary

 

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