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0001526520
0001526520
2024-02-12
2024-02-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-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):
February 12, 2024
TRIPADVISOR, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 001-35362 80-0743202
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
400 1
st
Avenue
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 Form
8-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 Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange
Symbol(s) 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 ((s) 230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
((s) 240.12b-2
of this chapter).
Emerging growth company
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.
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Item 7.01. Regulation FD Disclosure.
On February 12, 2024, the company issued a press release. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated into this Item
7.01 by reference.
Pursuant to General Instruction B.2. to Form
8-K,
the information set forth in Item 7.01 and Exhibit 99.1 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall they be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Item 9.01. Regulation FD Disclosure.
(d) Exhibits.
Exhibit Description
Number
99.1 Press Release of Tripadvisor, Inc. dated February 12, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
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.
Date: February 12, 2024 By: /
S
/ Seth J. Kalvert
Seth J. Kalvert
Chief Legal Officer
Exhibit 99.1
TRIPADVISOR ANNOUNCES FORMATION OF A SPECIAL COMMITTEE OF INDEPENDENT MEMBERS
OF ITS BOARD OF DIRECTORS
NEEDHAM, MA, February 12, 2024 (PRNewswire) -- Tripadvisor, Inc. (NASDAQ:
TRIP) ("Tripadvisor") announced the formation of aSpecial Committee comprised
of independent directors of the Board of Directors of Tripadvisor (the
"Board"). The mandate of the Special Committee is to evaluate any proposals
that may be brought forward for a potential transaction, and anyalternatives
thereto, with regard to Tripadvisor, including those that may arise in the
future as a result of the recent Liberty TripAdvisor Holdings, Inc. ("LTRP")
disclosure of its intent to evaluate potential alternatives involving LTRPand
Tripadvisor. The Special Committee has retained Centerview Partners LLC as its
financial advisor in connection with its evaluation.
There can be noassurance that any transaction will result from such
evaluation, or, if so, the timing, terms and conditions of such transaction.
Any potential transaction would be subject to, among other things, the
negotiation and execution of mutually acceptabledefinitive transaction
documents and the approval of the Board, including the approval of the Special
Committee. Tripadvisor does not intend to disclose developments with respect
to this matter unless and until such time as the Special Committee andthe
Board determines that such disclosure is appropriate or necessary, except as
required by law or other regulatory requirements.
Tripadvisor cautionsstockholders and others considering trading in its
securities that the Special Committee has not made any decisions with respect
to a potential transaction. Nothing in this communication should be considered
a solicitation to buy or an offer to sellshares of Tripadvisor's common stock.
Stockholders of Tripadvisor need not take any action at this time.
Safe Harbor Statement
Statements in this press release regarding management's future expectations,
beliefs, intentions, goals, strategies, plans or prospects, includingstatements
related to any future events or potential transactions, may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other federal securities laws. Forward-looking
statements canbe identified by terminology such as "anticipate," "believe,"
"could," "estimate," "expect," "intend," "is planned," "may," "should,"
"will,""will enable," "look forward," "may provide," "would" or similar terms,
variations of such terms or the negative of those terms. Investors are
cautioned that statements in this press release, which are notstrictly
historical statements, including, without limitation, strategic investments,
and statements regarding management's plans, objectives and strategies,
constitute forward-looking statements. Such forward-looking statements involve
knownand unknown risks, uncertainties and other factors, including, but not
limited, uncertainty as to pricing, timing or terms of any potential proposal
or transaction and other risks, uncertainties and factors detailed in
Tripadvisor's filingswith the SEC. As a result of such risks, uncertainties
and factors, Tripadvisor's actual results may differ materially from any
future results, performance or achievements discussed in or implied by the
forward-looking statements containedherein. Tripadvisor is providing the
information in this press release as of this date and assumes no obligations
to update the information included in this press release or revise any
forward-looking statements, whether as a result of newinformation, future
events or otherwise.
About Tripadvisor, Inc.
The Tripadvisor Group operates as a family of brands that connects people to
experiences worth sharing, and aims to be the world's most trusted source
fortravel and experiences. We leverage our brands, technology, and
capabilities to connect our global audience with partners through rich
content, travel guidance, and
two-sided
marketplaces for experiences,accommodations, restaurants, and other travel
categories. The subsidiaries of Tripadvisor, Inc. (Nasdaq: TRIP), own and
operate a portfolio of travel media brands and businesses, including
Tripadvisor, Viator, and TheFork.
Investor relations contact
ir@tripadvisor.com
Media contact
northamericapr@tripadvisor.com
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