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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 11, 2024

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 11, 2024 (the “Annual Meeting”). According to the inspector of elections, the stockholders present by proxy represented 235,527,295 shares of common stock (generally entitled to one vote per share), including 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 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

BROKER NON-VOTES

Combined Stock Nominees

 

 

 

 

 

 

 

 

 

Gregory B. Maffei

 170,833,742

 

 

 

54,813,053

 

 

 

9,880,500

 

 

 

 

 

 

 

 

 

 

 

Matt Goldberg

 204,291,634

 

 

 

21,355,161

 

 

 

9,880,500

 

 

 

 

 

 

 

 

 

 

 

Jay C. Hoag

 200,637,618

 

 

 

25,009,177

 

 

 

9,880,500

 

 

 

 

 

 

 

 

 

 

 

Betsy L. Morgan

 203,017,077

 

 

 

22,629,718

 

 

 

9,880,500

 

 

 

 

 

 

 

 

 

 

 

M. Greg O’Hara

 203,111,107

 

 

 

22,535,688

 

 

 

9,880,500

 

 

 

 

 

 

 

 

 

 

 

Albert E. Rosenthaler

202,993,033

 

 

 

22,653,762

 

 

 

9,880,500

 

 

 

 

 

 

 

 

 

 

 

 

Jane Jie Sun

152,263,605

 

 

 

73,383,190

 

 

 

9,880,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock Nominees

 

 

 

 

 

 

 

 

 

 

 

Trynka Shineman Blake

 74,579,307

 

 

 

23,067,498

 

 

 

9,880,500

 

 

 

 

 

 

 

 

 

 

 

Jeremy Philips

 66,317,279

 

 

 

31,329,526

 

 

 

9,880,500

 

 

 

 

 

 

 

 

 

 

 

Robert S. Wiesenthal

 66,528,131

 

 

 

31,118,674

 

 

 

9,880,500

 

 

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, 2024. The stockholders voted as follows:

 

 

 

 

 

 

 

For

Against

Abstain

Broker
Non-Votes

234,446,770

 

885,157

 

195,368

0

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

 

 

 


 

Proposal 3Advisory Vote on Compensation of Named Executive Officers. The stockholders voted, on a non-binding advisory basis, on the compensation of the named executive officers. The stockholders voted as follows:

 

 

 

 

 

 

 

 

For

Against

Abstain

Broker
Non-Votes

221,726,280

 

3,738,628

 

181,887

 

9,880,500

Accordingly, the compensation of the named executive officers was approved.

Proposal 4Advisory Vote on the Frequency of Future Advisory Resolutions to Approve the Compensation of Named Executive Officers. The stockholders voted, on a non-binding advisory basis, on the frequency of future advisory resolutions to approve the compensation of our named executive officers. The stockholders voted as follows:

 

 

 

 

 

 

 

 

 

 

Votes for One (1) Year

Votes For Two (2) Years

Votes for Three (3) Years

 

 

 

Abstain

Broker
Non-Votes

71,578,966

33,918

153,970,240

 

 

 

 

63,671

 

0

Accordingly, future advisory votes to approve the compensation paid to the Company’s named executive officers will occur every three years.

 

Withdrawn Proposal: As previously announced by the Company in its Supplement to the Proxy Statement filed with the U.S. Securities and Exchange Commission on May 30, 2024, the proponent of the stockholder proposal requesting a report on implementation of the Global Human Rights Policy concerning operation in CAHRAs, withdrew the proposal. Therefore, the proposal was not presented or voted on at the Annual Meeting, and any votes cast in regard to the proposal were not tabulated or reported.

 

 

 


 

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 17, 2024

 

By:

/S/ Linda C. Frazier

Linda C. Frazier

Chief Compliance Officer