TripAdvisor 2013 Annual Report Download - page 133
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TRIPADVISOR, INC.
141 Needham Street
Newton, Massachusetts 02464
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 12, 2014
The Annual Meeting of Stockholders of TripAdvisor, Inc., a Delaware corporation, will be held on
Thursday, June 12, 2014, at 12:30 p.m. local time at the offices of Goodwin Procter LLP, 53 State Street, Boston,
MA 02109. At the Annual Meeting, stockholders will be asked to consider the following:
1. Election of the nine 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. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm
for 2014;
3. A stockholder proposal regarding majority voting in director elections; 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
April 21, 2014 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 U.S. Securities and Exchange Commission, we will send a Notice of
Internet Availability of Proxy Materials on or about April 30, 2014, and provide access to our proxy materials
over the Internet, beginning on April 30, 2014, 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
April 30, 2014
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to Be Held on June 12, 2014
This Proxy Statement and the 2013 Annual Report are available at:
http://ir.tripadvisor.com/annual-proxy.cfm