AGM 2020

Jun 9, 2020

Good day, everybody, and thank you for standing by. Welcome to the TripAdvisor Annual Meeting of Stockholders. I would now like to turn the conference over to Steve Coffer, President and CEO. Please go ahead, sir. Good morning. I'm Steve Kauffer, President and CEO of TripAdvisor Inc. On behalf of our officers, directors, and employees, we welcome you to TripAdvisor's twenty twenty Annual Meeting of Stockholders. Thank you for joining us. We are doing things differently this year. Due to concerns for the health and safety of our employees, directors, and shareholders as a result of the pandemic, we are holding this annual meeting virtually by a live audio webcast. Our directors have been invited and members of the management representatives of KPMG are attending this meeting remotely. 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 first to elect the nine directors named in the proxy statement, each to serve for a one year term from the date of their election and until the director's successor is elected or until such director's earlier resignation or removal. And second, to ratify the appointment of KPMG LOP as our independent registered public accounting firm for the fiscal year ending 12/31/2020. You may 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 yet voted, you'll 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 your 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. Stockholder questions or remarks must be relevant to the meeting. If there's any matter that is of individual concern to a stockholder and is not appropriate subject matter for general discussion, please defer discussions of such matters until after the meeting. Now I will turn the meeting over to Seth Calvert, senior vice president and general counsel. Thank you, Steve. I'd like to introduce some other representatives of the company that are present at this meeting today as well. Linda Fraser, chief compliance officer and associate general counsel of TripAdvisor, who has been appointed to serve as inspector of elections and will act as secretary of the meeting and keep the minutes. Also, Christian Fraser, partner with KPMG LLP, our independent auditors, is also present and will be available to answer questions. Also present are members of our board of directors standing for reelection. The TripAdvisor stockholders who may vote on the matters presented at this meeting are the stockholders of record at the close of business on 04/17/2020. The Inspector of Election has a certified copy of the shareholders of record as of that date. A notice of the annual meeting and notice of availability of the proxy materials, which includes our proxy statement and annual report on Form 10 ks, was mailed on or about 04/28/2020 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 election 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 briefly describe the proposal 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. Proposal one, election of directors. The first proposal is the election of directors. There are nine 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. Six of the nominees will be voted upon collectively by the holders of all TripAdvisor voting securities. They are Stephen Coffer, Greg Maffei, Jay Hogue, Betsy Morgan, Greg O'Hara, Albert Rosenthaler. 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. Shrinka Scheinman Blake, Jeremy Phillips, Robert Wiesenthal. Next proposal is to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending 12/31/2020, which will be voted upon collectively by the holders of all TripAdvisor voting securities. The Board of Directors recommends that stockholders vote for each of the nine nominees for Board of Directors and for the ratification of the appointment of KPMG LLP. We will now move on to voting. Most of you have already submitted your vote and do not need to vote again unless you'd like to change your vote. If you do wish to vote, you can vote electronically by clicking on the vote here button on the virtual shareholder meeting portal and following those instructions. Voting has been open since the start of this meeting and the time is currently 11:06. I now declare the polls closed. Votes are being counted and we appreciate your patience during this process. 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 received the required number of votes and has been approved. Therefore, each of the nine nominees listed in the company's most recent proxy statement and referenced earlier in this meeting has been duly elected and the appointment of KPMG LLP as independent auditors for fiscal twenty twenty has been ratified. The inspector of election will make a written report of the final vote count The final results of this meeting will be reported in a current report on form eight k to be filed with the SEC within four business days following this meeting. I've also been advised by the inspector of election that there was no other items 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'll open the meeting to questions properly made by shareholders either on the web portal prior to the meeting or made now. While we review questions received, wanna remind everyone that we may make forward looking statements during this meeting. And with that there are no questions. And so we will conclude this meeting. Thank you for your participation to all shareholders and continued interest in TripAdvisor. I'll turn it back over to the operator. The conference has now concluded. Thank you very much for attending today's presentation. You may now disconnect.