AGM 2021

Jun 8, 2021

Hello, welcome to the 2021 annual meeting of stockholders of TripAdvisor. It is now my pleasure to turn today's meeting over to Stephen Kaufer. The floor is yours. Good morning. I'm Stephen Kaufer, President and Chief Executive Officer of TripAdvisor, Inc. On behalf of our officers, directors, and employees, we welcome you to TripAdvisor's 2021 annual meeting of shareholders. Thank you for joining us. The business of the meeting will follow the order shown on the agenda available on the web portal. Specifically, the purpose of this meeting is to elect 10 directors named in the proxy statement, each to serve for a one-year term from the date of their election and until such director's succession is elected or until such director's earlier resignation or removal. Two, to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2021. Three, to approve an amendment to the TripAdvisor, Inc. 2018 Stock and Annual Incentive Plan. Four, to approve on an advisory basis the compensation of our Named Executive Officers. You need not vote at this meeting if you've already voted by proxy. However, if you wish to revoke your proxy and vote or if you have not voted, you will be given the opportunity to vote electronically before the polls are closed. To vote electronically, you will be able to do so by clicking on the Vote Here button on the screen and follow the instructions. Stockholders will also be able to submit questions via the web portal. As with prior meetings, we have reserved some time after the end of the meeting to address questions. Now, I will turn the meeting over to Seth Kalvert, our Chief Legal Officer. Thank you, Steve. I'd like to introduce a couple of other representatives for this meeting who are present. The first is Linda Frazier, our Chief Compliance Officer of TripAdvisor, who has been appointed to serve as Inspector of Elections, and she will act as the secretary of the meeting and keep the minutes. I'd also like to introduce Kristin Fraser, partner with KPMG LLP, our independent auditors, who's also present and will be available to answer questions. Also present have been invited members of the board of directors who are standing for re-election. The TripAdvisor stockholders who may vote on the matters presented at this meeting are the stockholders of record at the close of business on April 16th, 2021. The Inspector of Elections has a certified copy of the stockholders of record as of that date. A notice of the annual meeting and notice of availability of the proxy materials, including our proxy statement and annual report on Form 10-K, was mailed on or about April 29th, 2021 to all stockholders of record on the record date. The proxy materials, proof of the mailing, and a certified list of shareholders entitled to vote at the meeting are available at our offices and may be inspected by any stockholder upon request to the company. Electronic copies of the proxy materials are also available electronically on our website and on the website hosting this virtual meeting. We have received a quorum report signed by the Inspector of Elections that certifies that sufficient shares of the company's outstanding capital stock and requisite outstanding voting power are represented by proxy or in person to constitute a quorum for the items of business to be voted on at this annual meeting. Since notice has been properly given and a quorum is present, this meeting has been duly convened, and we may proceed with the transaction of business stated in the notice of meeting. I will now describe briefly the proposals subject to a vote today. A more detailed description of these proposals may be found in the company's proxy statement for this annual meeting, a copy of which is available on the web portal. The first proposal is the election of directors. There are 10 nominees who stand today for election to the TripAdvisor Board of Directors, each to serve generally for a one-year term or until the next annual meeting of our stockholders. The proxy statement includes information concerning each of the nominees. Seven of the nominees will be voted upon collectively by the holders of all TripAdvisor voting securities. They are Gregory B. Maffei, Stephen Kaufer, Jay C. Hoag, Betsy Morgan, M. Gregory O'Hara, Albert E. Rosenthaler, Jane Jie Sun. The remaining three nominees will be voted upon by the holders of the company's common stock voting as a separate class without the Class B common stock. They are Jeremy Philips, Trynka Shineman Blake, Robert Wiesenthal. The next proposal is to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2021, which will be voted upon collectively by the holders of all TripAdvisor voting securities. The third proposal is to approve amendment number one to the company's 2018 Stock and Annual Incentive Plan. The primary purpose of the plan amendment is to provide sufficient reserves of shares of our common stock to ensure our ability to continue to provide new hires, employees, and management with equity incentives. The fourth proposal is an advisory vote on compensation of Named Executive Officers. We are required to provide our stockholders with an opportunity to approve on an advisory basis the compensation of our Named Executive Officers. In recognition of the preference of our stockholders expressed at our 2018 annual meeting of stockholders, the board holds say on pay advisory votes every three years. Consistent with this practice and SEC rules, we are asking our stockholders to approve on an advisory basis the compensation of our NEOs as disclosed in this proxy statement. The board of directors recommends that stockholders vote for each of the 10 nominees for the board of directors, and for the ratification of the appointment of KPMG LLP, approval of the amendment number 1 to TripAdvisor, Inc. 2018 Stock and Annual Incentive Plan, and the advisory vote on compensation of Named Executive Officers. Now, let's move on to the voting. Most of you have already submitted your vote and do not need to vote again unless you would like to change your vote. If you do wish to vote, you'll be able to vote electronically now by clicking on the Vote Here button on the virtual shareholder meeting portal and following those instructions. The polls to vote online for each matter to be voted on are officially open. I will pause here to allow people to vote. I will now declare the polls closed. I've been advised that the Inspector of Election has completed the preliminary vote count. The Inspector of Election's preliminary vote count indicates that each of the proposals submitted to a stockholder vote at this meeting has been received, has received the required number of votes, and has been approved. Therefore, each of the 10 nominees listed in the company's most recent proxy statement and referenced earlier in the meeting has been duly elected. The appointment of KPMG LLP as independent auditors for fiscal 2021 has been ratified. Amendment number 1 to the TripAdvisor, Inc. 2018 Stock and Annual Incentive Plan has been approved, and the compensation of Named Executive Officers has been approved on an advisory basis. The Inspector of Elections will make a written report of the final vote count, and the final result of this meeting will be reported in a current report on Form 8-K to be filed with the SEC within four business days following this meeting. I have been advised by the Inspector of Elections that there was no other item of business or proposals properly made by any stockholder of the company. With that, we've reached the end of the formal portion of the meeting, and I declare this annual meeting adjourned. At this point, we will open the meeting to questions properly made by our stockholders, either made on the web portal prior to the meeting or made now. While we review any questions received, I want to remind everyone that we may make forward-looking statements during this meeting. Statements made during the course of this meeting, including any response to questions that may follow the formal meeting, may constitute forward-looking statements. We cannot guarantee that any forward-looking statements will be accurate, although we believe we have been reasonable in our expectations and assumptions. Our annual report on Form 10-K for 2020, quarterly report on Form 10-Q for the quarter ended March 31st, 2021, and subsequent SEC filings identify certain factors that could cause the company's actual results to differ materially from those projected in any forward-looking statements made today. Except as required by law, we undertake no obligation to publicly update or revise these statements, whether as the result of any new information, future events, or otherwise. I'm not seeing any questions. I think that concludes the questions or concludes there aren't questions, so thank you for your participation and continued interest in TripAdvisor. We will see you again next year. This concludes the meeting. You may now disconnect.