false 0001526520 0001526520 2020-06-09 2020-06-09

 

 

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 9, 2020

 

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)

(IRS Employer

Identification No.)

 

 

 

400 1st Avenue

Needham, MA 02494

(Address of Principal Executive Offices) (Zip Code)

(781) 800-5000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

TRIP

 

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company 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 5.07.

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 9, 2020 (the “Annual Meeting”). According to the inspector of elections, the stockholders present by proxy represented 97,718,111 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 1—Election 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:

 

Nominee

FOR

WITHHELD

BROKER NON-VOTES

Combined Stock Nominees

 

 

 

Gregory B. Maffei

175,797,633

42,290,334

7,630,134

Stephen Kaufer

198,225,844

19,862,123

7,630,134

Jay C. Hoag

174,079,814

44,008,153

7,630,134

Betsy L. Morgan

194,803,946

23,284,021

7,630,134

M. Greg O’Hara

193,804,336

24,283,631

7,630,134

Albert Rosenthaler

191,646,682

26,441,285

7,630,134

Common Stock Nominees

 

 

 

Trynka Shineman Blake

88,498,026

1,589,951

7,630,134

Jeremy Philips

88,424,390

1,663,587

7,630,134

Robert S. Wiesenthal

88,420,762

1,667,215

7,630,134

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

 

1

 

The Company’s Board of Directors previously determined that, upon each director’s election to the Board of Directors at the Annual Meeting, the composition of each of the committees of the Board of Directors would be as follows:

 

 

 

 

 

 

 

 

 

 

Name

 

Audit
Committee

 

Compensation
Committee

 

Section 16
Committee

 

Executive
Committee

Gregory B. Maffei

 

—

 

X

 

—

 

X

Trynka Shineman Blake*

 

X

 

—

 

—

 

—

Jay C. Hoag*

 

—

 

Chair

 

Chair

 

—

Stephen Kaufer

 

—

 

—

 

—

 

X

Betsy L. Morgan*

 

—

 

X

 

X

 

—

Jeremy Philips*

 

X

 

—

 

—

 

—

M. Greg O’Hara

 

—

 

—

 

—

 

—

Albert Rosenthaler

 

—

 

—

 

—

 

—

Robert S. Wiesenthal*

 

Chair

 

—

 

—

 

—

 

*

Independent director

 

Proposal 2—Ratification 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, 2020. The stockholders voted as follows:

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

225,170,525              

  

325,735

  

221,841

  

0

 

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

 

2

 

SIGNATURES

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 thereunto duly authorized.

 

 

 


TRIPADVISOR, INC.

 

 

 

 

Date: June 15, 2020

 

By:

/S/ SETH J. KALVERT

 

 

 

Seth J. Kalvert

 

 

 

Senior Vice President, General Counsel and Secretary

 

3

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