TripAdvisor 2012 Annual Report Download - page 146
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PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Overview
Ernst & Young LLP was TripAdvisor’s independent registered public accounting firm for the year ended
December 31, 2012. The Audit Committee of the Board of Directors has also appointed Ernst & Young LLP as
TripAdvisor’s independent registered public accounting firm for the year ending December 31, 2013.
The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the
appointment, compensation and oversight of the audit work of the independent registered public accounting firm.
If the stockholders fail to vote to ratify the appointment of Ernst & Young LLP, the Audit Committee will
reconsider whether to retain Ernst & Young LLP and may retain that firm or another firm without resubmitting
the matter to TripAdvisor stockholders. Even if stockholders vote on an advisory basis in favor of the
appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent
registered public accounting firm at any time during the year if it determines that such a change would be in the
best interests of TripAdvisor and its stockholders.
A representative of Ernst & Young LLP is expected to be present at the Annual Meeting, and will be given
an opportunity to make a statement if he or she so chooses and will be available to respond to appropriate
questions.
Required Vote
At the Annual Meeting, TripAdvisor will ask its stockholders to ratify the appointment of Ernst & Young
LLP as TripAdvisor’s independent registered public accounting firm for 2013. This proposal requires the
affirmative vote of a majority of the voting power of the shares of TripAdvisor capital stock, present in person or
represented by proxy, and entitled to vote thereon, voting together as a single class.
Abstentions will be counted toward the tabulations of voting power present and entitled to vote on the
ratification of the independent registered public accounting firm proposal and will have the same effect as votes
against the proposal. Brokers have discretion to vote on the proposal for ratification of the independent registered
public accounting firm.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS TRIPADVISOR’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
14