TripAdvisor 2013 Annual Report Download - page 137

PROCEDURAL MATTERS
This Proxy Statement is being furnished to holders of common stock and Class B common stock of
TripAdvisor, Inc., a Delaware corporation, in connection with the solicitation of proxies by TripAdvisor’s Board
of Directors for use at its 2014 Annual Meeting of Stockholders or any adjournment or postponement thereof (the
“Annual Meeting”). All references to “TripAdvisor,” the “Company,” “we,” “our” or “us” in this report are to
TripAdvisor, Inc. An Annual Report to Stockholders, containing financial statements for the year ended
December 31, 2013, and this Proxy Statement are being made available to all stockholders entitled to vote at the
Annual Meeting.
TripAdvisor’s principal offices are located at 141 Needham Street, Newton, Massachusetts 02464. This
Proxy Statement is being made available to TripAdvisor stockholders on or about April 30, 2014.
Date, Time and Place of Meeting
The Annual Meeting 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.
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, otherwise known as holding in “street name,” you
must bring a proxy or letter from that broker, trust, bank or other nominee that confirms you are the beneficial
owner of those shares. Cameras and recording devices will not be permitted at the Annual Meeting.
Record Date and Voting Rights
The Board of Directors established the close of business on April 21, 2014 as the record date for
determining the holders of TripAdvisor common stock entitled to notice of and to vote at the Annual Meeting.
On the record date, 129,852,778 shares of common stock and 12,799,999 shares of Class B common stock were
outstanding and entitled to vote at the Annual Meeting. TripAdvisor stockholders are entitled to one vote for each
share of common stock and ten votes for each share of Class B common stock held as of the record date, voting
together as a single voting group, in (i) the election of six of the nine director nominees, (ii) the ratification of the
appointment of TripAdvisor’s independent registered public accounting firm, and (iii) the stockholder proposal
regarding majority voting in director elections. TripAdvisor stockholders are entitled to one vote for each share
of common stock held as of the record date in the election of the three director nominees that the holders of
TripAdvisor common stock are entitled to elect as a separate class pursuant to TripAdvisor’s restated certificate
of incorporation.
As of the record date, Liberty Interactive Corporation (“Liberty”) beneficially owned 18,159,752 shares of
our common stock and 12,799,999 shares of our Class B common stock, which shares constitute 14.0% of the
outstanding shares of Common Stock and 100% of the outstanding shares of Class B Common Stock. Assuming
the conversion of all of the Liberty’s shares of Class B common stock into common stock, Liberty would
beneficially own 21.7% 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 56.7% of our voting power. As a result, regardless of the vote of any other TripAdvisor
stockholder, Liberty has control over the vote relating to (i) the election of six of the nine director nominees,
(ii) the ratification of the appointment of TripAdvisor’s independent registered public accounting firm, and
(iii) the stockholder proposal regarding majority voting in director elections.
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