TripAdvisor 2014 Annual Report Download - page 135

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PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Overview
KPMG LLP (“KPMG”) was TripAdvisor’s independent registered public accounting firm for the year ended December 31,
2014. The Audit Committee of the Board of Directors has also appointed KPMG as TripAdvisor’s independent registered public
accounting firm for the year ending December 31, 2015.
In February 2014, the Audit Committee of the Board of Directors determined it to be in the best interest of TripAdvisor to select
KPMG to replace Ernst & Young LLP (“E&Y”) as TripAdvisor’s independent registered public accounting firm for the year ended
December 31, 2014.
On February 6, 2014, the Audit Committee 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: (i) 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 (ii) 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 ended 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 (i) 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 (ii) 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 Audit Committee is 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 our 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.
Required Vote
At the Annual Meeting, we will ask our stockholders to ratify the appointment of KPMG as our independent registered public
accounting firm for 2015. This proposal requires the affirmative vote of a majority of the voting power of our shares, present in person
or represented by proxy, and entitled to vote thereon, voting together as a single class. Abstentions will be counted toward the
tabulations of voting power present and entitled to vote on the ratification of the independent registered public accounting firm
proposal and will have the same effect as votes against the proposal. Brokers have discretion to vote on the proposal for ratification of
the independent registered public accounting firm.