TripAdvisor 2014 Annual Report Download - page 119
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2
TRIPADVISOR, INC.
141 Needham Street
Newton, Massachusetts 02464
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 18, 2015
The Annual Meeting of Stockholders of TripAdvisor, Inc., a Delaware corporation, will be held on Thursday, June 18, 2015, at
1:30 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. To elect 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. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2015;
3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy
Statement; and
4. To consider and act upon any 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 20, 2015 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 28, 2015, and provide access to our proxy materials over the Internet, beginning on April 28, 2015,
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 28, 2015
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to Be Held on June 18, 2015
This Proxy Statement and the 2014 Annual Report are available at:
http://ir.tripadvisor.com/annual-proxy.cfm