UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 16, 2012
TRIPADVISOR, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35362 | 80-0743202 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
141 Needham Street
Newton, MA 02464
(Address of principal executive offices) (Zip code)
(617) 670-6300
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On April 16, 2012, the Compensation Committee (the “Committee”) of the Board of Directors of TripAdvisor, Inc. (the “Company”) approved an increase in the annual base salary of Stephen Kaufer, the Company’s President and Chief Executive Officer, from $300,000 to $500,000. The base salary increase for Mr. Kaufer is effective as of February 20, 2012.
Also on April 16, 2012, the Committee approved a base salary for Barry Diller, the Company’s Chairman and Senior Executive. Effective as of January 1, 2012, Mr. Diller will receive a base salary of $100,000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRIPADVISOR, INC. | ||||||
| By: | /s/ SETH J. KALVERT | |||||
| Seth J. Kalvert | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
Dated: April 20, 2012