TripAdvisor 2012 Annual Report Download - page 180

stock, Liberty would beneficially own 21.6% of the outstanding common stock (calculated in accordance with Rule
13d-3). Because each share of Class B common stock generally is entitled to ten votes per share and each share of
common stock is entitled to one vote per share, Liberty may be deemed to beneficially own equity securities
representing approximately 56.5% of our voting power. As a result, Liberty is effectively able to control the
outcome of all matters submitted to a vote or for the consent of TripAdvisor’s stockholders (other than with respect
to the election by the holders of TripAdvisor common stock of 25% of the members of TripAdvisor’s Board of
Directors and matters as to which Delaware law requires a separate class vote).
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
TripAdvisor files annual, quarterly and current reports, proxy statements and other information with the SEC.
TripAdvisor’s filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You
may also read and copy any document that TripAdvisor files with the SEC at its public reference room in
Washington, D.C. located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference facilities. You can also obtain
copies of those documents at prescribed rates by writing to the Public Reference Section of the SEC at that address.
TripAdvisor’s SEC filings are also available to the public from commercial retrieval services.
The SEC allows TripAdvisor to “incorporate by reference” the information that TripAdvisor’s files with the
SEC, which means that TripAdvisor can disclose important information to you by referring you to those
documents. The information incorporated by reference is an important part of this proxy statement. TripAdvisor
incorporates by reference the documents listed below, which TripAdvisor has already filed with the SEC:
• TripAdvisor Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on
February 15, 2013, as amended on April 30, 2013.
ANNUAL REPORTS
TripAdvisor’s Annual Report to Stockholders for 2012, which includes TripAdvisor’s Annual Report on
Form 10-K for the year ended December 31, 2012 (not including exhibits), is available at
http://ir.tripadvisor.com/annual-proxy.cfm. Upon written request to TripAdvisor, Inc., 141 Needham Street,
Newton, Massachusetts 02464, Attention: Secretary, TripAdvisor will provide, without charge, an
additional copy of TripAdvisor’s 2012 Annual Report on Form 10-K. TripAdvisor will furnish any exhibit
contained in the Annual Report on Form 10-K upon payment of a reasonable fee. Stockholders may also review a
copy of the Annual Report on Form 10-K (including exhibits) by accessing TripAdvisor’s corporate website at
www.tripadvisor.com or the SEC’s website at www.sec.gov.
PROPOSALS BY STOCKHOLDERS FOR PRESENTATION AT THE
2014 ANNUAL MEETING
Stockholders who wish to have a proposal considered for inclusion in TripAdvisor’s proxy materials for
presentation at the 2014 Annual Meeting of Stockholders must ensure that their proposal is received by
TripAdvisor no later than January 13, 2014 at its principal executive offices at 141 Needham Street, Newton,
Massachusetts 02464, Attention: Secretary. The proposal must be made in accordance with the provisions of
Rule 14a-8 of the Exchange Act. Stockholders who intend to present a proposal at the 2014 Annual Meeting of
Stockholders without inclusion of the proposal in TripAdvisor’s proxy materials are required to provide notice of
such proposal to TripAdvisor at its principal executive offices no later than April 2, 2014. TripAdvisor reserves
the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.
Newton, Massachusetts
May 13, 2013
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