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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 8, 2021

 

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 8, 2021 (the “Annual Meeting”). According to the inspector of elections, the stockholders present by proxy represented 230,327,209 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 ten directors of the Company, seven 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

Combined Stock Nominees

 

 

Gregory B. Maffei

180,238,030

40,287,403

Stephen Kaufer

201,171,971

19,353,462

Jay C. Hoag

162,724,007

57,801,426

Betsy L. Morgan

217,476,602

3,048,831

M. Greg O’Hara

218,661,066

1,864,367

Albert Rosenthaler

193,421,655

27,103,778

Jane Jie Sun

185,693,954

34,831,479

Common Stock Nominees

 

 

Trynka Shineman Blake

91,059,297

1,466,146

Jeremy Philips

88,297,357

4,228,086

Robert S. Wiesenthal

89,477,157

3,048,286

 

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

 

 

 

 

1

 

 

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, 2021. The stockholders voted as follows:

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

228,787,931              

  

1,490,465

  

48,813

  

0

 

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

 

Proposal 3—Approval of Amendment No. 1 to the Company’s 2018 Stock and Annual Incentive Plan. The stockholders voted on Amendment No. 1 to the Company’s 2018 Stock and Annual Incentive Plan. The stockholders voted as follows:

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

179,402,672

  

41,057,893

  

64,868

  

9,801,776

 

Accordingly, Amendment No. 1 to the Company’s 2018 Stock and Annual Incentive Plan was approved.

 

Proposal 4—Advisory Vote on Compensation of Named Executive Officers. The stockholders voted, on an advisory basis, on the compensation of the Named Executive Officers. The stockholders voted as follows:

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

214,967,878

  

5,478,871

  

78,684

  

9,801,776

 

Accordingly, the compensation of the Named Executive Officers was approved.

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 hereunto duly authorized.

 

 

 


TRIPADVISOR, INC.

 

 

 

 

Date: June 14, 2021

 

By:

/S/ SETH J. KALVERT

 

 

 

Seth J. Kalvert

 

 

 

Chief Legal Officer and Secretary

 

3

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