Schedule 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant    þ

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

 

¨    PreliminaryProxy Statement    ¨    Confidential,for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))

¨    DefinitiveProxy Statement

  

þ    DefinitiveAdditional Materials

  

¨    SolicitingMaterial Under Rule 14a-12

  

TRIPADVISOR, INC.

(Name of Registrant as Specified in its Charter)

 

  

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

þ No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

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¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 28, 2013.

 

   TRIPADVISOR, INC.   

Meeting Information

 

   
     

Meeting Type:             Annual Meeting

 

   
     

For holders as of:        May 1, 2013

 

   
     

Date: June 28, 2013                  Time:    10:30 AM

 

   
   TRIPADVISOR, INC.    Location:  

Goodwin Procter LLP

53 State Street

Boston, MA 02109

 

   
     

 

You are receiving this communication because you hold shares in the company named above.

 
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141 NEEDHAM STREET

NEWTON, MA 02464

  

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 
     

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 
       


— Before You Vote —

How to Access the Proxy Materials

 

  

 

Proxy Materials Available to VIEW or RECEIVE:

 

COMBINED DOCUMENT

    
  

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1) BY INTERNET:            www.proxyvote.com

2) BY TELEPHONE:        1-800-579-1639

3) BY E-MAIL*:                sendmaterial@proxyvote.com

 

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 14, 2013 to facilitate timely delivery.

 

    
  

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

  
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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Directions to the meeting are available by visiting www.tripadvisor.com and clicking on the “About Us” link.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

    


   

 

Voting Items

 

         
 

 

The Board of Directors recommends you vote FOR

the following:

 

         
  1.   Election of Directors               
   

 

01)

   Gregory B. Maffei   05)    Christopher W. Shean          
   

 

02)

   Stephen Kaufer   06)    Sukhinder Singh Cassidy          
   

 

03)

   Jonathan F. Miller   07)    Robert S. Wiesenthal          
   

 

04)

   Jeremy Philips               
 

 

Each to serve for a one-year term from the date of his or her election and until such director’s successor is elected or until such director’s earlier resignation or removal.

 

The Board of Directors recommends you vote FOR proposals 2 and 3:

  2.   To ratify the appointment of Ernst & Young LLP as TripAdvisor, Inc.’s independent registered public accounting firm for 2013.
  3.   To consider and approve TripAdvisor, Inc.’s 2011 Stock and Annual Incentive Plan, as amended.
  Note: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
      

 

 

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