Business Context and Reporting Period
This Form 8-K Current Report was filed by Tripadvisor, Inc. on February 6, 2013, with the latest event date of February 12, 2013. The filing addresses significant changes in the composition of the Board of Directors and amendments to the company's By-Laws.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance matters and does not contain financial performance data.
Material Changes
- Board Resignations: William R. Fitzgerald and Michael Zeisser resigned effective immediately prior to the election of Liberty Interactive Corporation designees. Victor Kaufman and Dara Khosrowshahi also tendered their resignations effective February 7, 2013.
- Board Appointments: Gregory B. Maffei (President and CEO of Liberty) and Christopher W. Shean (SVP and CFO of Liberty) were elected to the Board on February 12, 2013, replacing Fitzgerald and Zeisser.
- Leadership Roles: Gregory B. Maffei was elected Chairman of the Board and appointed to the Compensation and Executive Committees. Christopher W. Shean was appointed to the Executive Committee.
- By-Law Amendment: The Board adopted Amendment No. 1 to the Amended and Restated By-Laws on February 12, 2013, modifying provisions relating to the Chairman of the Board.
Outlook, Risks, and Management Commentary
The filing notes that the company is currently conducting a search to fill the vacancies created by the resignations of Messrs. Kaufman and Khosrowshahi. The changes in board composition were executed pursuant to a Governance Agreement between Tripadvisor and Liberty Interactive Corporation, which grants Liberty the right to nominate directors and designate replacements.
Key Facts for Investor Verification
- Liberty Interactive Corporation, the controlling stockholder, exercised its contractual right to replace two directors.
- Gregory B. Maffei now serves as Chairman of the Board.
- Two board seats remain vacant following the resignations of Victor Kaufman and Dara Khosrowshahi, with a search underway.
- The By-Laws were amended to reflect changes regarding the Chairman of the Board.