TripAdvisor Proxy Statement Supplement Filed

TL;DR

TripAdvisor dropped a proxy update for the June 11th shareholder meeting. Check it.

AI Summary

TripAdvisor, Inc. has issued a supplement to its proxy statement dated April 29, 2024, for its annual meeting of stockholders on June 11, 2024. This supplement, dated May 30, 2024, provides updated information to the original proxy statement. The filing is a Definitive Proxy Statement (DEFA14A) and indicates no fee was required for this filing.

Why It Matters

This filing provides updated information to shareholders before the annual meeting, ensuring they have the latest details for voting on company matters.

Risk Assessment

Risk Level: low — This is a routine proxy statement supplement providing updated information, not indicating any significant new risks.

Key Players & Entities

• TripAdvisor, Inc. (company) — Registrant
• 0000950170-24-066548 (filing_id) — Accession Number
• May 30, 2024 (date) — Supplement Date
• April 29, 2024 (date) — Original Proxy Statement Date
• June 11, 2024 (date) — Annual Meeting Date

FAQ

From the Filing

0000950170-24-066548.txt : 20240530 0000950170-24-066548.hdr.sgml : 20240530 20240530160211 ACCESSION NUMBER: 0000950170-24-066548 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240530 DATE AS OF CHANGE: 20240530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TripAdvisor, Inc. CENTRAL INDEX KEY: 0001526520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] ORGANIZATION NAME: 06 Technology IRS NUMBER: 800743202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35362 FILM NUMBER: 241005091 BUSINESS ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 781-800-5800 MAIL ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 DEFA14A 1 trip-defa_14a_-_may_2024.htm DEFA14A DEFA14A   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material under §240.14a-12 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 all boxes that apply): x No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11             SUPPLEMENT DATED MAY 30, 2024 TO PROXY STATEMENT DATED APRIL 29, 2024 FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024 May 30, 2024 This Supplement provides updated information with respect to the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Tripadvisor, Inc. (“Tripadvisor”) to be held on June 11, 2024. On April 29, 2024, Tripadvisor commenced distribution of the Proxy Statement for the Annual Meeting (the “Proxy Statement”) and a Notice of Internet Availability of Proxy Materials. This Supplement should be read in conjunction with the Proxy Statement. There is no change to the record date to determine stockholders entitled to notice of and to vote at the Annual Meeting and at all adjournments of the Annual Meeting. As such, only holders at the close of business on April 15, 2024 are entitled to notice of, and to vote at, the Annual Meeting and at all adjournments of the Annual Meeting. Withdrawal of Shareholder Proposal The proponents of Proposal 5: Stockholder Proposal Requesting a Report on Implementation of the Global Human Rights Policy Concerning Operation in CAHRAs (“Proposal 5”) has withdrawn the proposal. Therefore, Proposal 5 will not be presented or voted upon at the Annual Meeting, nor will any votes cast regarding Proposal 5 be tabulated or reported. Voting Matters Notwithstanding the withdrawal of Proposal 5, the proxy card and voting instruction forms distributed or presented online with the Proxy Statement remain valid, and Tripadvisor will not distribute new voting instructions or proxy cards. None of the other agenda items presented in the Proxy Statement are affected by this Supplement, and shares represented by proxy cards or voting instruction forms returned before the Annual Meeting will be voted with respect to all other matters properly brought before the Annual Meeting as instructed on the proxy card or voting instruction form. If you have already returned your proxy card or voting instruction form, you do not need to take any action unless you wish to change your vote. If you have not yet returned your proxy card or voting instruction form, please