0001193125-13-178107.txt : 20130426 0001193125-13-178107.hdr.sgml : 20130426 20130426171325 ACCESSION NUMBER: 0001193125-13-178107 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130423 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130426 DATE AS OF CHANGE: 20130426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TripAdvisor, Inc. CENTRAL INDEX KEY: 0001526520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 800743202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35362 FILM NUMBER: 13788316 BUSINESS ADDRESS: STREET 1: 141 NEEDHAM STREET CITY: NEWTON STATE: MA ZIP: 02464 BUSINESS PHONE: 617-670-6300 MAIL ADDRESS: STREET 1: 141 NEEDHAM STREET CITY: NEWTON STATE: MA ZIP: 02464 8-K 1 d528625d8k.htm FORM 8-K 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): April 23, 2013

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2013, Barry Diller tendered his resignation as a member of the Board of Directors (the “Board”) of TripAdvisor, Inc. (“TripAdvisor”), to be effective immediately. TripAdvisor and Mr. Diller have agreed that, pursuant to a written agreement between them, Mr. Diller will act as a special advisor to our Chief Executive Officer. TripAdvisor is currently conducting a search to fill the vacancy on its Board created by the resignation of Mr. Diller.

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: April 26, 2013