UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September, 2023
Commission File Number: 001-37959
 

trivago N.V.
(Exact Name of Registrant as Specified in Its Charter)
 
 

Kesselstraße 5 - 7
40221 Düsseldorf
Federal Republic of Germany
+49 211 54065110
(Address of principal executive offices)
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  x            Form 40-F  ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐



Explanatory Note
trivago N.V. issued a press release announcing an extraordinary general meeting of shareholders and made available to its shareholders certain other materials in connection with such meeting.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
trivago N.V.
Date: September 15, 2023By:/s/ Johannes Thomas
Johannes Thomas
(Chief Executive Officer)



EXHIBIT INDEX





Exhibit 99.1
trivago N.V. Announces an Extraordinary General Meeting of Shareholders to Approve One-time Extraordinary Dividend
DÜSSELDORF, Germany, September 15, 2023 - trivago N.V. (NASDAQ: TRVG) announced today that an extraordinary general meeting of shareholders (“EGM”) will be held on November 1, 2023 at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands. The meeting will start at 3:00 p.m. CEST.
trivago’s management board, with the approval of its supervisory board, has resolved to issue a one-time extraordinary dividend, totaling EUR 184,380,959 (or approximately EUR 0.53 per share). Part of this extraordinary dividend in the amount of EUR 167,893,889 is subject to trivago shareholder approval. The only agenda item for the EGM relates to this part of the proposed dividend. The payment date for the distribution on the common shares is anticipated to be on November 6, 2023, with a record date of November 3, 2023. Relevant details regarding the payment date for trivago’s American Depositary Shares will be announced at a later time.
Further information regarding the proposed dividend is contained in the convening notice and explanatory notes for the EGM, which are available free of charge in the Investor Relations section of trivago N.V.'s corporate website at ir.trivago.com.
About trivago N.V.
trivago is a global hotel and accommodation search platform. We are focused on reshaping the way travelers search for and compare different types of accommodations, such as hotels, vacation rentals and apartments, while enabling our advertisers to grow their businesses by providing them with access to a broad audience of travelers via our websites and apps. Our platform allows travelers to make informed decisions by personalizing their search for accommodations and providing them with access to a deep supply of relevant information and prices.
Media Contact
corentine.aronica@trivago.com
Investor Contact:
ir@trivago.com
Forward looking statements
This press release contains certain forward-looking statements. Words, and variations of words such as "believe," "expect," "plan," "continue," "will," "should," and similar expressions are intended to identify our forward-looking statements. These forward-looking statements involve risks and uncertainties, many of which are beyond our control, and important factors that could cause actual events and results to differ materially from those in the forward-looking statements. For additional information factors that could affect our forward-looking statements, see our risk factors, as they may be amended from time to time, set forth in our public filings with the Securities and Exchange Commission. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.
As used herein, references to "we", "us", the "company", or "trivago", or similar terms shall mean trivago N.V. and, as the context requires, its subsidiaries.

Exhibit 99.2
CONVENING NOTICE

This is the convening notice for the extraordinary general meeting of shareholders of trivago N.V. (the "Company") to be held on November 1, 2023 at 15:00 CEST at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands (the "EGM").

The agenda for the EGM is as follows:

1.Opening

2.Distribution from the Company's distributable reserves (voting item)

3.Closing

No business shall be voted on at the EGM, except such item as included as voting item in the above- mentioned agenda.

The registration date for the EGM is October 4, 2023 (the "Registration Date"). Those who are shareholders of the Company, or who otherwise have voting rights and/or meeting rights with respect to shares in the Company's capital, on the Registration Date and who are recorded as such in the Company's shareholders' register or in the register maintained by the Company's U.S. transfer agent may attend and, if relevant, vote at the EGM (the "Persons with Meeting Rights").

Persons with Meeting Rights who wish to attend the EGM, in person or represented by proxy, must notify the Company in writing of their identity and intention to attend the EGM. This notice must be received by the Company ultimately on October 25, 2023. Persons with Meeting Rights who have not complied with this requirement may be refused entry to the EGM. Persons with Meeting Rights may have themselves represented at the EGM through the use of a written or electronically recorded proxy. Proxyholders should present a copy of their proxies upon entry to the EGM, failing which the proxyholder concerned may be refused entry to the EGM. A proxy form can be downloaded from the Company's website (http://www.trivago.com).




EXPLANATORY NOTES TO THE AGENDA

2.Distribution from the Company's distributable reserves (voting item)

On September 15, 2023, the Company announced distributing a one-time extraordinary dividend later this year, subject to shareholder approval. For that purpose, the Company's management board (the "Management Board"), with the approval of the Company's supervisory board (the "Supervisory Board"), has resolved to make a total distribution of EUR 184,380,959 (being a distribution of approximately EUR 0.53 per share in the capital of the Company) (the "Distribution").

The Distribution consists of two components: (i) an interim distribution from the Company's profits realized during the current financial year in the total amount of EUR 16,487,070 (the "Interim Profits Distribution") and (ii) a distribution from the Company's distributable reserves in the amount of EUR 167,893,889 (the "Distributable Reserves Distribution").

In accordance with Dutch law and the Company's articles of association, the Management Board, with the approval of the Supervisory Board, may resolve to make the Interim Profits Distribution without the approval of the Company's general meeting. However, in accordance with the Company's articles of association, the Management Board, with the approval of the Supervisory Board, does require a resolution of the Company's general meeting to make the Distributable Reserves Distribution. Therefore, this voting item only relates to the Distributable Reserves Distribution. If this voting item passes, the total Distribution will be made as described below. If this voting item does not pass, the Company will still make the Interim Profits Distribution.

The Company has determined that the shareholders of the Company (or, as applicable, eligible usufructuaries and pledgees) on November 3, 2023 shall be the parties entitled to the Distribution. Further, the Management Board, with the approval of the Supervisory Board, has determined that the Distribution shall be paid in euro on November 6, 2023 (the "Distribution Payment Date"), such that the ex-dividend date is November 2, 2023.

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