Tripadvisor (TRIP) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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): June 11, 2019

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.)

400 1^st Ave

Needham, MA 02494

(Address of principal executive offices) (Zip code)

(781)800-5000

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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock	TRIP	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of TripAdvisor, Inc., a Delaware corporation (the “Company”), was held on June 11, 2019 (the “Annual Meeting”). According to the inspector of elections, the stockholders present in person or by proxy represented 115,986,271 shares of common stock (generally entitled to one vote per share) and 12,799,999 shares of Class B common stock (generally entitled to ten votes per share). The number of votes cast for, against or withheld, as well as the number of abstentions and brokernon-votes with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1—Election of Directors.The stockholders voted on the election of nine directors of the Company, six of whom were elected by holders of common stock and Class B common stock voting together as a single class (“Combined Stock Nominees”), and three of whom were elected by holders of common stock only (“Common Stock Nominees”), each to serve for aone-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. Stockholders voted as follows:

	For		Withheld		Broker Non-Votes
Combined Stock Nominees
Gregory B. Maffei		186,576,286		51,001,320		6,408,655
Stephen Kaufer		201,355,462		36,222,144		6,408,655
Trynka Shineman Blake		198,936,709		38,640,897		6,408,655
Jay C. Hoag		196,847,018		40,730,588		6,408,655
Betsy L. Morgan		198,928,744		38,648,862		6,408,655
Albert Rosenthaler		197,740,110		39,837,496		6,408,655
Common Stock Nominees
Jeremy Philips		89,881,461		19,696,155		6,408,655
Spencer M. Rascoff		92,946,580		16,631,036		6,408,655
Robert S. Wiesenthal		89,964,698		19,612,918		6,408,655

Accordingly, the foregoing nominees were elected to the Company’s board of directors.

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm.The stockholders voted on the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019. The stockholders voted as follows:

For	Against	Abstain	Broker Non-Votes
243,652,268	279,133	54,860	0

Accordingly, the appointment of independent registered public accounting firm was ratified.

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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
Dated: June 13, 2019		Seth J. Kalvert, Senior Vice President, General Counsel and Secretary

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