TripAdvisor 2013 Annual Report Download - page 42

• The announcement of new products or product enhancements by us or our competitors;
• Repurchases of our common stock pursuant to our share repurchase program which could also cause
our stock price to be higher than it would be in the absence of such a program and could potentially
reduce the market liquidity for our stock;
• Developments in our industry, including changes in governmental regulations; and
• General market conditions and other factors, including factors related to our operating performance or
the operating performance of our competitors.
Furthermore, the stock markets have experienced price and volume fluctuations that have affected and
continue to affect the market prices of equity securities of many companies. These fluctuations often have been
unrelated or disproportionate to the operating performance of those companies. These broad market and industry
fluctuations and general economic, political and market conditions, such as recessions, interest rate changes or
international currency fluctuations, may negatively impact the market price of our common stock regardless of
our actual operating performance.
Future sales of shares of our common stock in the public market, or the perception that such sales may occur,
may depress our stock price.
For the period ended December 31, 2013, the average daily trading volume of our common stock on The
NASDAQ Global Select Market was approximately 1.9 million shares. If our existing stockholders or their
distributees sell substantial amounts of our common stock in the public market, the market price of the common
stock could decrease significantly. The perception in the public market that our existing stockholders might sell
shares of common stock could also depress the trading price of our common stock. In addition, certain
stockholders have rights, subject to some conditions, to require us to file registration statements covering their
shares or to include their shares in registration statements that we may file for ourselves or other stockholders. If
Liberty or some other stockholder sells substantial amounts of our common stock in the public market, or if there
is a perception in the public market that Liberty might sell shares of our common stock, the market price of our
common stock could decrease significantly. A decline in the price of shares of our common stock might impede
our ability to raise capital through the issuance of additional shares of our common stock or other equity
securities.
Anti-takeover provisions in our organizational documents and Delaware law may discourage or prevent a
change of control, even if an acquisition would be beneficial to our stockholders, which could affect our stock
price adversely and prevent attempts by our stockholders to replace or remove our current management.
Our certificate of incorporation and bylaws contain provisions that could delay or prevent a change of
control of our company or changes in our Board of Directors that our stockholders might consider favorable.
Some of these provisions:
• Authorize the issuance of preferred stock which can be created and issued by the Board of Directors
without prior stockholder approval, with rights senior to those of our common stock; and
• Prohibit our stockholders from filling board vacancies or calling special stockholder meetings.
We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which may
prohibit certain business combinations with stockholders owning 15% or more of our outstanding voting stock.
These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more
difficult for stockholders or potential acquirers to obtain control of our Board of Directors or initiate actions that
are opposed by our then-current Board of Directors, including a merger, tender offer or proxy contest involving
our company. Any delay or prevention of a change of control transaction or changes in our Board of Directors
could cause the market price of our common stock to decline.
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