TripAdvisor (TRIP) Proxy Filing summary

Executive summary

• Achieved record consolidated revenue of $1.8 billion in 2024, up 3% year-over-year, with all three business segments contributing to profit mix and adjusted EBITDA of $339 million.

• Completed merger with Liberty TripAdvisor Holdings, simplifying capital structure and ending controlled company status under Nasdaq rules.

• Transitioned to an independent public company with enhanced strategic flexibility and focus on sustainable growth.

• Annual Meeting scheduled for June 18, 2025, to be held virtually.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors for one-year terms and to ratify KPMG LLP as the independent registered public accounting firm for 2025.

• Only common stockholders as of April 29, 2025, are eligible to vote; no cumulative voting rights.

• No shareholder rights plan in place; proposals for the 2026 meeting must be submitted by January 8, 2026.

Board of directors and corporate governance

• Board reduced to eight members post-merger, with five independent directors and a lead independent director appointed.

• Chair and CEO roles are separated; all Audit Committee members are independent and financial experts.

• Board committees include Audit, Compensation, Section 16, Executive, and Nominating and Corporate Governance, each with defined oversight roles.

• Board conducts annual self-evaluations and reviews risk management, cybersecurity, and strategy execution.