TripAdvisor 2014 Annual Report Download - page 123

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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 2015 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 Proxy Statement are to TripAdvisor, Inc. An Annual Report to Stockholders, containing
financial statements for the year ended December 31, 2014, and this Proxy Statement are being made available to all stockholders
entitled to vote at the Annual Meeting.
TripAdvisor’s principal executive offices are currently located at 141 Needham Street, Newton, Massachusetts 02464. This
Proxy Statement is being made available to TripAdvisor stockholders on or about April 28, 2015.
Date, Time and Place of Meeting
The Annual Meeting 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.
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 20, 2015 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, 130,707,574 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 KPMG LLP as TripAdvisor’s independent registered public accounting firm, and (iii) the advisory
resolution to approve the compensation of our named executive officers. 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.
On August 27, 2014, the entire beneficial ownership of our common stock and Class B common stock held by Liberty
Interactive Corporation (“Liberty”) was transferred to Liberty TripAdvisor Holdings, Inc. (“LTRIP”). Simultaneously, Liberty,
LTRIP’s former parent company, distributed, by means of a dividend, to the holders of its Liberty Ventures common stock, Liberty’s
entire equity interest in LTRIP. We refer to this transaction as the Liberty Spin-Off. As a result of the Liberty Spin-Off, effective
August 27, 2014, LTRIP became a separate, publicly traded company and 100% of Liberty’s interest in TripAdvisor was held by
LTRIP. Liberty also assigned to LTRIP the rights and obligations under the Governance Agreement between TripAdvisor and
Liberty, dated December 20, 2011 (the “Governance Agreement”).
As a result of these transactions, as of the record date, LTRIP beneficially owned 18,159,752 shares of our common stock and
12,799,999 shares of our Class B common stock, which shares constitute 13.9% 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 LTRIP’s shares of Class B common stock
into common stock, as of the record date LTRIP would beneficially own 21.6% of the outstanding common stock. 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,
as of the record date LTRIP may be deemed to beneficially own equity securities representing approximately 56.5% of our voting
power. As a result, regardless of the vote of any other TripAdvisor stockholder, LTRIP has control over the vote relating to (i) the
election of six of the nine director nominees, (ii) the ratification of the appointment of KPMG LLP as TripAdvisor’s independent
registered public accounting firm, and (iii) the approval, on an advisory basis, of the compensation of our named executive officers.
Quorum; Abstentions; Broker Non-Votes
Transaction of business at the Annual Meeting may occur if a quorum is present. If a quorum is not present, it is expected that
the Annual Meeting will be adjourned or postponed in order to permit additional time for soliciting and obtaining additional proxies or