Current Report Filing (8-k)
November 30 2017 - 5:20PM
Edgar (US Regulatory)
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): November 28, 2017
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.)
|
|
|
|
400 1
st
Avenue
Needham, MA 02494
|
|
02494
|
(Address of principal executive offices)
|
|
(Zip code)
|
(781)
800-5000
Registrants 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))
|
Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Effective November 28, 2017, TripAdvisor, LLC (the Company) entered into an Amendment to Employment Agreement with respect to
the Employment Agreement of Stephen Kaufer, President and Chief Executive Officer, to, among other things, provide that:
|
-
|
Mr. Kaufers annual base salary will be increased from $700,000 to $800,000, effective January 1, 2018;
|
|
-
|
The term of Mr. Kaufers employment will be extended to March 31, 2023; and
|
|
-
|
A
non-renewal
of the Employment Agreement or expiration of the term will be treated as a Termination of Employment without Cause or resignation for Good Reason not in connection
with a Change in Control, entitling Mr. Kaufer to benefits under his Employment Agreement.
|
In connection with the
above-described amendment to Mr. Kaufers Employment Agreement, effective November 28, 2017 (the Grant Date), the Section 16 Committee of the Board of Directors of TripAdvisor, Inc., a Delaware corporation
(TripAdvisor), granted to Mr. Kaufer the following equity awards, pursuant to the terms of TripAdvisors Amended and Restated 2011 Stock and Annual Incentive Plan:
|
-
|
restricted stock units to receive up to a maximum of 266,250 shares of common stock, $0.001 par value per share of TripAdvisor (the Common Stock), based on TripAdvisors total shareholder return (as
defined in the applicable award document, TSR) performance over the period commencing January 1, 2018 through December 31, 2020 relative to the TSR performance of the Nasdaq Composite Total Return Index.
|
|
-
|
restricted stock units to receive up to a maximum of 266,250 shares of Common Stock based on the extent to which TripAdvisor and/or Mr. Kaufer achieve certain financial and/or strategic performance metrics relative
to the targets established by TripAdvisors Compensation Committee. One quarter of the restricted stock units may vest and settle annually based on actual performance relative to the targets established for each of the four fiscal years ending
December 31, 2018; December 31, 2019; December 31, 2020 and December 31, 2021. Although the actual performance metrics, targets and weightings have not yet been established, it is currently contemplated that the performance
metrics will be based on
one-year
financial and/or strategic goals to be established each year.
|
|
-
|
a nonqualified stock option (Option) to purchase 780,000 shares of Common Stock. The exercise price for the Option shall be $34.71, the closing price of the Common Stock as reported on The Nasdaq Stock
Market on the Grant Date. The Option shall vest in equal installments on each of August 1, 2021 and August 1, 2022, subject to Mr. Kaufers continuous employment with, or performance of services for, TripAdvisor or one of its
subsidiaries or affiliates and his being in good standing through each vesting date.
|
|
-
|
restricted stock units to receive 426,000 shares of Common Stock vesting in two equal annual installments on each of August 1, 2021 and August 1, 2022, subject to Mr. Kaufers continuous employment
with, or performance of services for, TripAdvisor or one of its subsidiaries or affiliates and his being in good standing through each vesting date.
|
While TripAdvisor typically makes equity grants to its executive officers annually, the size of this equity grant is being made in recognition
of, among other things, the fact that (i) Mr. Kaufer last received a significant equity grant in respect of long-term incentive compensation in August 2013, and (ii) the Section 16 Committee does not currently contemplate that
Mr. Kaufer would be eligible for another equity grant in respect of long-term incentive compensation until August 2021.
Effective November 28, 2017, the Company entered into an Amendment to Employment Agreement with respect to the Employment Agreement of
Ernst Teunissen, Chief Financial Officer and Senior Vice President, to, among other things, provide that:
|
-
|
The term of Mr. Teunissens employment will be extended to March 31, 2021;
|
2
|
-
|
Upon a Termination of Employment without Cause or Resignation for Good Reason not in connection with a Change in Control, the Company will continue to pay Mr. Teunissens base salary through the longer of (x)
12 months following such termination date, or (y) the remaining term of the Employment up to a maximum of 18 months; and
|
|
-
|
A
non-renewal
of the Employment Agreement or expiration of the term will be treated as a Termination of Employment without Cause or resignation for Good Reason not in connection
with a Change of Control, entitling Mr. Teunissen to benefits under his Employment Agreement.
|
The foregoing
description of the Amendments to Employment Agreements and equity awards is summary in nature and is qualified in their entirety by the text of the respective Amendments to Employment Agreements and equity award documents, all of which will be filed
as exhibits to TripAdvisors Annual Report on Form
10-K
for the year ended December 31, 2017.
Terms not otherwise defined herein shall have the meaning ascribed to them in the Amendments to Employment Agreements, the underlying
Employment Agreements and/or the equity award documents, as appropriate.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
None
3
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: November 30, 2017
4
TripAdvisor (NASDAQ:TRIP)
Historical Stock Chart
From Mar 2024 to Apr 2024
TripAdvisor (NASDAQ:TRIP)
Historical Stock Chart
From Apr 2023 to Apr 2024