TripAdvisor 2014 Annual Report Download - page 137

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15
PROPOSAL 3:
ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
Overview
Stockholders are provided with an opportunity to cast an advisory vote on the compensation of our named executive officers, or
NEOs. Our Board of Directors, with the Compensation Committee and senior management, are committed to designing an effective
compensation program and values the views of our stockholders in this regard.
TripAdvisor’s executive compensation program is designed to attract, retain and motivate highly skilled executives with the
business experience and acumen that management and the Compensation Committees believe are necessary to achieve TripAdvisor’s
long-term business objectives. In addition, the executive compensation program is designed to reward short-term and long-term
performance and to align the financial interests of executive officers with the interests of TripAdvisor’s stockholders.
We are asking for stockholder approval, on an advisory basis, of the compensation of our named executive officers as disclosed
in this Proxy Statement, which include the disclosures in the “Executive Compensation” and “Compensation Discussion and
Analysis” sections, the compensation tables and the narrative discussion following the compensation tables in this Proxy Statement.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive
officers and the policies and practices described in this Proxy Statement.
This vote is advisory and therefore not binding on TripAdvisor, the Compensation Committees, or the Board of Directors. The
Board of Directors and the Compensation Committees value the opinions of TripAdvisor’s stockholders. To the extent there is any
significant vote against our named executive officers’ compensation as disclosed in this Proxy Statement, the Compensation
Committees will consider the impact of such vote on its future compensation policies and decisions.
Our first (and most recent) advisory vote on the compensation of our named executive officers was held at our 2012 annual
meeting of stockholders on June 26, 2012. At that meeting, stockholders representing over 99% of the votes cast on the “say-on-pay”
proposal approved, on an advisory basis, the compensation of our named executive officers as disclosed in our proxy statement for our
2012 annual meeting. Also at this meeting, the frequency at which future advisory votes on executive compensation would be held of
once every three years received the affirmative vote of a majority of the votes cast on the “say-on-frequency” proposal. As a result,
we currently expect that the next advisory vote on the compensation of our named executive officers will be held in 2018.
Required Vote
At the Annual Meeting, we will ask our stockholders to approve, on an advisory basis, the compensation of our named executive
officers as disclosed in this Proxy Statement in accordance with SEC rules. This proposal requires the affirmative vote of a majority of
the voting power of the shares of TripAdvisor capital stock, 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 TripAdvisor executive
compensation proposal and will have the same effect as votes against the proposal. Brokers do not have discretion to vote on the
proposal regarding TripAdvisor’s executive compensation and broker non-votes will have no effect on the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE
COMPENSATION OF TRIPADVISOR’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY
STATEMENT.