false 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

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

400 1st 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

Symbol(s)

 

Name of each exchange

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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. ☐

 

 

 


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
Number

  

Description

99.1    Press Release of Tripadvisor, Inc. dated February 12, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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

LOGO

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 a Special 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 any alternatives 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 LTRP and Tripadvisor. The Special Committee has retained Centerview Partners LLC as its financial advisor in connection with its evaluation.

There can be no assurance 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 acceptable definitive 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 and the Board determines that such disclosure is appropriate or necessary, except as required by law or other regulatory requirements.

Tripadvisor cautions stockholders 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 sell shares 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, including statements 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 can be 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 not strictly 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 known and 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 filings with 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 contained herein. 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 new information, 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 for travel 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

v3.24.0.1
Document and Entity Information
Feb. 12, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001526520
Document Type 8-K
Document Period End Date Feb. 12, 2024
Entity Registrant Name TRIPADVISOR, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-35362
Entity Tax Identification Number 80-0743202
Entity Address, Address Line One 400 1st Avenue
Entity Address, City or Town Needham
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02494
City Area Code (781)
Local Phone Number 800-5000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock
Trading Symbol TRIP
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

TripAdvisor (NASDAQ:TRIP)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more TripAdvisor Charts.
TripAdvisor (NASDAQ:TRIP)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more TripAdvisor Charts.