TRIPADVISOR, INC. Item 2.02. Results of Operations and Financial Condition.
On
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in Items 2.02 and Exhibit 99.1 and 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On May 4, 2022, the Company announced that
In connection with his appointment, on
• Mr. Goldberg will be paid an annual base salary of $800,000 , which base
salary will increase to $900,000 effective January 1, 2023 .
• Mr. Goldberg will receive a signing bonus of $500,000 , such amount to be
repaid in full should Mr. Goldberg terminate his employment with the
Company of his own volition other than for Good Reason or should the
Company terminate his employment for Cause (as such terms are defined in
the Letter Agreement) prior to completing 12 months of employment.
• For a period of no less than twelve months commencing on the Effective
Date, the Company will pay Mr. Goldberg $10,000 per month to maintain a
residence within 20 miles of the Company's Needham office.
• Mr. Goldberg will receive a one-time equity award pursuant to the
Company's 2018 Stock and Annual Incentive Plan, as amended ("Stock
Plan"), of performance based restricted stock units ("PSUs") with a grant
date value of $3,500,000 , such PSUs to vest on the third anniversary of
the Effective Date (the "Vesting Date"), with 25% vesting if the
Reference Price (as defined below) is equal to or greater than $35.00 but
less than $45.00 , 50% of the PSUs if the Reference Price is equal to or
greater than $45.00 but less than $55.00 and 100% of the PSUs if the
reference price is equal to or greater than $55.00 , subject to Mr.
Goldberg remaining employed with the Company through the Vesting Date,
subject to the termination provisions summarized below. Reference Price
means a volume weighted average price of a share as reported on Bloomberg
(or equivalent wire service) over a thirty (30) trading day period
between the first anniversary of the Effective Date and the Vesting Date,
such Reference Prices to be binary with no interpolation.
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• Mr. Goldberg will receive an award of restricted stock units ("RSUs") and
stock options pursuant to the Stock Plan, such awards representing annual
awards for 2022 and 2023. The RSUs will have an award value of $4,762,500
and the stock options will have an award value of $4,762,500 , and will
each vest 25% on the first anniversary of the Effective Date, and 6.25%
on the first day of each of the next 12 quarters, such that both awards
are fully vested on the fourth anniversary of the Start Date, in each
case, subject to Mr. Goldberg remaining employed with the Company through
the applicable vesting date, subject further to the termination
provisions summarized below.
• Mr. Goldberg will be eligible for an annual bonus, subject to achievement
of individual and corporate objectives to be established and to approval
of the Company's Compensation Committee, with a target of 100% of base
salary and a minimum of $800,000 guaranteed for 2022, although the bonus
related to partial year 2022, shall be payable on a pro rata basis.
• Beginning in 2024, Mr. Goldberg will be eligible for annual equity grants
pursuant to the Company's Stock Plan, with an annual target award value
of $6,350,000 in a combination of RSUs, stock options and/or other forms
of equity award, subject to achievement of individual and corporate
objectives and other terms and conditions, including with respect to
vesting, approved by the Company's Compensation Committee.
• Mr. Goldberg will participate in the Tripadvisor, Inc. Executive
Severance Plan (the "Severance Plan") and, as such, eligible to receive
severance benefits pursuant to the Severance Plan under certain
circumstances, including involuntary termination of employment by the
Company without Cause, and in connection with a Change in Control, and
the involuntary termination of his employment by the Company without
Cause or resignation by him for Good Reason, as each of those terms is
used in the Severance Plan. In addition to the benefits that he would
otherwise be entitled to under the Severance Plan, Mr. Goldberg will be
entitled to the following rights and benefits:
•
in the case of the termination of his employment due to his death,
payment of his 2022 annual bonus and the full acceleration of any
outstanding and unvested equity awards, with the Reference Price for the
PSUs being deemed to be achieved at 100%;
•
in the case of the termination of his employment without Cause or for
Good Reason (as such terms are defined in the Letter Agreement), not in
connection with a Change in Control (as such term is defined in the
Severance Plan), (A) the Company will consider in good faith the payment
of an annual bonus on a pro rata basis for the year in which the
termination of employment occurs, and (B) all equity awards that are
outstanding and unvested at the time of such termination but which would
but for termination of employment have vested during the 18 month
following such termination shall vest as of the date of such termination
(including on a pro-rata basis for cliff vesting), subject to the
achievement of any performance conditions attached to such equity awards
(including the PSUs); and
•
in the case of death or a termination of employment without Cause or for
Good Reason (as such terms are defined in the Letter Agreement), any
vested stock options (including pursuant to any acceleration provisions)
shall remain exercisable through the date that is 18 months following the
date of any termination of employment.
In the event of a change to the Severance Plan, Mr. Goldberg will remain
entitled to no less than the severance benefits set forth in the
Severance Plan as of the date of the Letter Agreement. In addition to
these severance benefits, the Stock Plan provides for accelerated vesting
of equity awards in the event of certain terminations in connection with
a change in control as described in the Company's proxy statement for its
2022 annual meeting of stockholders.
Since
The foregoing description of the Letter Agreement is summary in nature and is qualified in its entirety by the text of the Letter Agreement, which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
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(e) On
The foregoing description of the Consulting Services Agreement is summary in nature and is qualified in its entirety by the full text of the Consulting Services Agreement, which is attached hereto as Exhibit 10.2 and which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Employment Letter Agreement datedMay 2, 2022 betweenTripadvisor LLC andMatt Goldberg . 10.2 Consulting Services Agreement datedMay 3, 2022 betweenTripadvisor LLC andStephen Kaufer . 99.1 Press Release ofTripadvisor, Inc. datedMay 4, 2022 regarding earnings. 99.2 Q1 2022 Letter to Shareholders datedMay 4, 2022 . 99.3 Press Release ofTripadvisor, Inc. datedMay 4, 2022 regarding new CEO. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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