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): June 23, 2016

 

 

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 1st Ave

Needham, MA 02494

(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 5.07 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 23, 2016 (the “Annual Meeting”). According to the inspector of elections, the stockholders present in person or by proxy represented 120,016,107 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 eight 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 two 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:

 

     For      Withheld      Broker
Non-Votes		  

Combined Stock Nominees

         

Gregory B. Maffei

      195,778,449         45,380,396         6,857,252   

Stephen Kaufer

      215,998,475         25,160,370         6,857,252   

Dipchand “Deep” Nishar

      240,194,864         963,981         6,857,252   

Spencer M. Rascoff

      239,877,391         1,281,454         6,857,252   

Albert Rosenthaler

      210,232,453         30,926,392         6,857,252   

Sukhinder Singh Cassidy

      240,013,457         1,145,388         6,857,252   

Common Stock Nominees

         

Jeremy Philips

      112,115,779         1,043,076         6,857,252   

Robert S. Wiesenthal

      112,194,622         964,233         6,857,252   

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

 

2

Immediately following the Annual Meeting, the Company’s Board of Directors approved the committee composition as set forth below.

 

Name

    Audit
Committee		    Compensation
Committee		    Section 16
Committee		    Executive
Committee

Gregory B. Maffei

    —    X    —    X

Stephen Kaufer

    —    —    —    X

Dipchand (Deep) Nishar*

    —    X    X    —

Jeremy Philips*

    X    —    —    —

Spencer M. Rascoff *

    X    —    —    —

Albert E. Rosenthaler

    —    —    —    —

Sukhinder Singh Cassidy*

    —    Chair    Chair    —

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, 2016. The stockholders voted as follows:

 

For

   

Against

   

Abstain

   

Broker
Non-Votes

247,906,829

    72,360    36,908    —

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

Proposal 3—Approval of the TripAdvisor, Inc. Amended and Restated 2011 Stock and Annual Incentive Plan. The stockholders voted on the TripAdvisor, Inc. Amended and Restated 2011 Stock and Annual Incentive Plan to, among other things, (i) disallow acceleration of equity awards upon a change in control only and (ii) provide for acceleration of equity awards upon the death of a participant, as disclosed in the Company’s proxy statement. The stockholders voted as follows:

 

For

   

Against

   

Abstain

   

Broker
Non-Votes

220,541,163

    20,544,911    72,771    6,857,252

Accordingly, the Company’s Amended and Restated 2011 Stock and Annual Incentive Plan was approved.

 

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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: June 27, 2016

 

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