TripAdvisor 2013 Annual Report Download - page 151

PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Overview
In February 2014, the Audit Committee of the Board of Directors determined it to be in the best interest of
TripAdvisor to select KPMG LLP (“KPMG”) to replace Ernst & Young LLP (“E&Y”) as TripAdvisor’s
independent registered public accounting firm for the year ending December 31, 2014.
On February 6, 2014, the Audit Committee of the Board of Directors determined to dismiss E&Y as
TripAdvisor’s independent registered public accounting firm effective immediately upon TripAdvisor’s filing of
its Annual Report on Form 10-K for the year ended December 31, 2013 (the “Annual Report”). The Annual
Report was filed with the SEC on February 11, 2014. The reports of E&Y on TripAdvisor’s consolidated
financial statements as of and for the years ended December 31, 2013 and 2012 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles. During the years ended December 31, 2013 and 2012, and through February 11, 2014,
there were no: (a) disagreements with E&Y on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to E&Y’s satisfaction,
would have caused E&Y to make reference to the subject matter thereof in connection with its reports for such
years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K. TripAdvisor provided
E&Y with a copy of the disclosures it expected to make in the Current Report on Form 8-K and requested from
E&Y a letter addressed to the SEC indicating whether or not it agrees with the above disclosures. A copy of
E&Y’s letter dated February 11, 2014 is attached as Exhibit 16.1 to TripAdvisor’s Current Report on Form 8-K
filed on February 11, 2014.
Contemporaneous with the determination to dismiss E&Y, the Audit Committee appointed KPMG as
TripAdvisor’s independent registered public accounting firm for the year ending December 31, 2014, also to be
effective immediately following the filing of TripAdvisor’s Annual Report. During the years ended
December 31, 2013 and 2012 and the subsequent interim period through February 11, 2014, TripAdvisor did not
consult with KPMG with respect to (a) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered with respect to TripAdvisor’s
financial statements, and no written report or oral advice was provided to TripAdvisor that KPMG concluded was
an important factor considered by TripAdvisor in reaching a decision as to any accounting, auditing or financial
reporting issue, or (b) any matter that was subject to any disagreement, as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions thereto, or a reportable event within the meaning set forth in
Item 304(a)(1)(v) of Regulation S-K.
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 KPMG, the Audit Committee will reconsider whether
to retain KPMG and may retain that firm or another firm without resubmitting the matter to our 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 KPMG 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.
15