Current Report Filing (8-k)
June 08 2017 - 4:07PM
Edgar (US Regulatory)
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): June 5, 2017
TRIPADVISOR, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35362
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80-0743202
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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400 1
st
Avenue
Needham, MA 02494
(Address of principal executive offices) (Zip code)
(781) 800-5000
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
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. ☐
On June 5, 2017, the Section 16 Committee of the Board of
Directors of TripAdvisor, Inc., a Delaware corporation (the Company), approved an amendment to the non-qualified stock option (the Option) dated August 28, 2013 (the Grant Date) previously granted to Stephen
Kaufer, the Companys President and Chief Executive Officer. The amendment provides that the Option will expire on the tenth anniversary of the Grant Date instead of the seventh anniversary of the Grant Date.
The foregoing description of the amendment to the Option is qualified in its entirety by reference to the full text of the Amended and
Restated Option Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
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10.1
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Amended and Restated Option Agreement dated as of June 5, 2017, by and between TripAdvisor, Inc. and Stephen Kaufer.
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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.
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TRIPADVISOR, INC.
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June 8, 2017
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By:
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/s/ Seth J. Kalvert
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Seth J. Kalvert
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Senior Vice President, General Counsel and Secretary
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