TripAdvisor 2012 Annual Report Download - page 131
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TRIPADVISOR, INC.
141 Needham Street
Newton, Massachusetts 02464
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 28, 2013
The Annual Meeting of Stockholders of TripAdvisor, Inc., a Delaware corporation, will be held on Friday,
June 28, 2013, at 10:30 a.m. local time at the offices of Goodwin Procter LLP, 53 State Street, Boston,
MA 02109 for the following purposes:
1. To elect the seven directors named in this Proxy Statement, 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;
2. To ratify the appointment of Ernst & Young LLP as TripAdvisor, Inc.’s independent registered
public accounting firm for 2013;
3. To consider and approve the TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan, as amended
(the “2011 Plan”); and
4. To transact such other business as may properly come before the Annual Meeting and any
adjournments or postponements thereof.
Only holders of record of outstanding shares of TripAdvisor capital stock at the close of business on May 1,
2013 are entitled to notice of and to vote at the Annual Meeting and any at adjournments or postponements
thereof.
In accordance with the rules of the Securities and Exchange Commission, we will send a Notice of Internet
Availability of Proxy Materials on or about May 17, 2013, and provide access to our proxy materials over the
Internet, beginning on May 17, 2013, to the holders of record and beneficial owners of our capital stock as of the
close of business on the record date.
Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. If your
shares are registered in your name, you must bring a form of identification to the Annual Meeting. If your shares
are held in the name of a broker, trust, bank or other nominee, you must bring a proxy or letter from that broker,
trust, bank or other nominee that confirms that you are the beneficial owner of those shares.
By order of the Board of Directors,
SETH J. KALVERT
Senior Vice President, General Counsel
and Secretary
May 13, 2013
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to Be Held on June 28, 2013
This Proxy Statement and the 2012 Annual Report are available at:
http://ir.tripadvisor.com/annual-proxy.cfm