Tripadvisor : Submission of Matters to a Vote of Security Holders - Form 8-K

trip-8k_20220614.htm

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 14, 2022

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)

[phone]

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 14, 2022 (the "Annual Meeting"). According to the inspector of elections, the stockholders present by proxy represented 231,855,962 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	BROKER NON-VOTES
Combined Stock Nominees
Gregory B. Maffei	186,380,201	33,650,102	11,825,659
Stephen Kaufer	186,516,526	33,513,777	11,825,659
Jay C. Hoag	163,623,180	56,407,123	11,825,659
Betsy L. Morgan	217,553,301	2,477,002	11,825,659
M. Greg O'Hara	163,632,749	56,397,554	11,825,659
Albert E. Rosenthaler	196,894,751	23,135,552	11,825,659
Jane Jie Sun	175,050,406	44,979,897	11,825,659
Common Stock Nominees
Trynka Shineman Blake	90,100,629	1,929,684	11,825,659
Jeremy Philips	83,685,523	8,344,790	11,825,659
Robert S. Wiesenthal	83,641,981	8,388,332	11,825,659

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

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, 2022. The stockholders voted as follows:

For		Against		Abstain		Broker Non-Votes
231,238,400		560,591		56,971		0

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

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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, 2022		By:	/S/ SETH J. KALVERT
			Seth J. Kalvert
			Chief Legal Officer and Secretary

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