UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ PreliminaryProxy Statement |
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Confidential,for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
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¨ DefinitiveProxy Statement |
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þ DefinitiveAdditional Materials |
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¨ SolicitingMaterial Under Rule 14a-12 |
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TRIPADVISOR, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| (4) | Date Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 26, 2012.
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Meeting Information |
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Meeting Type: Annual Meeting |
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For holders as of: April 27, 2012 |
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Date: June 26, 2012 Time: 12:00 PM |
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| Location: 555 West 18th Street | ||||||
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New York, NY 10011
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You are receiving this communication because you hold shares in the above named company. |
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). |
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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The Board of Directors recommends you vote FOR the following: |
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1. Election of Directors
01) Barry Diller 02) Stephen Kaufer 03) William R. Fitzgerald 04) Victor A. Kaufman 05) Dara Khosrowshahi |
06) Jonathan F. Miller 07) Jeremy Philips 08) Sukhinder Singh Cassidy 09) Robert S. Wiesenthal 10) Michael P. Zeisser |
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Each to serve for a one-year term from the date of his of her election and until such directors successor is elected or until such directors earlier resignation or removal. |
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The Board of Directors recommends you vote FOR proposals 2 and 3: |
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2. To ratify the appointment of Ernst & Young LLP as TripAdvisors independent registered public accounting for 2012. |
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3. To approve, on an advisory basis, the compensation of TripAdvisors named executive officers as disclosed in this Proxy Statement. |
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The Board of Directors recommends you vote 3 YEARS on the following proposal: |
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4. To approve, on an advisory basis, the frequency of future advisory resolutions to approve the compensation of TripAdvisors named executive officers. |
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Note: The proposals to be voted on may also include such other business as may properly come before the meeting or any adjournment thereof. |
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