Thank you for attending the special meeting of stockholders of Liberty TripAdvisor. I will now turn the meeting over to the Chairman of the meeting, Brian Wendling. Good morning and welcome to the special meeting of stockholders of Liberty TripAdvisor. I'm Brian Wendling, Chief Financial Officer and Senior Vice President. I will act as Chairman of this meeting. On behalf of the directors and senior officers of the company, I want to thank you for your—thank you for taking the time to attend the special meeting. We appreciate your continued interest in Liberty TripAdvisor. At this time, I would like to introduce the company's Corporate Secretary, Michael Hurelbrink, who will act as Secretary of this meeting and will say a few words about our special meeting procedures. Thank you, Mr. Chairman. To conduct this virtual meeting in an orderly fashion, we respectfully direct your attention to the rules of conduct for the meeting located on the virtual meeting portal. Only Liberty TripAdvisor stockholders are permitted to ask questions during the meeting. We thank you in advance for helping us conduct this special meeting in an orderly fashion. Thank you, Michael. We will now proceed with the items of business. Christopher Mann of American Election Services has been appointed to serve as the Inspector of Election. We are here today to vote upon each of the proposals described in the notice of special meeting and the definitive proxy materials relating to this special meeting. As the Inspector of Election tabulated, the number of shares here today present via the virtual meeting portal were represented by proxy. Mr. Chairman, based on information received from Broadridge and the Inspector of Election, shares of the company's Series A common stock and Series B common stock representing at least a majority of the aggregate voting power of such stock outstanding on the record date are present via the virtual meeting portal or represented by proxy at today's meeting. Therefore, a quorum is present for this meeting. Thank you, Michael. As reported, a quorum is represented here today. Therefore, the special meeting is formally called to order. Copies of the definitive proxy materials relating to the special meeting are available on the virtual meeting portal. As stated in the notice of special meeting and the definitive proxy materials relating to the special meeting, stockholders will vote on four proposals, each of which will be described in turn. Proposal number one, the merger proposal, is a proposal to approve the adoption of the agreement and plan of merger dated December 18th, 2024, by and among TripAdvisor, Inc., a Delaware Corporation, Liberty TripAdvisor Holdings, Inc., a Delaware corporation, and Telluride Merger Sub Corp., a Delaware Corporation and an indirect wholly-owned subsidiary of TripAdvisor, which we refer to as Merger Sub, pursuant to which Merger Sub will merge with and into Liberty TripAdvisor, collectively referred to as the merger, with Liberty TripAdvisor surviving the merger as the surviving corporation and becoming an indirect wholly-owned subsidiary of TripAdvisor. The meeting is now open for any questions concerning the merger proposal. Michael, please confirm we have not received any questions. Mr. Chairman, we have not received any questions. Proposal two, the charter amendment proposal is a proposal to approve the adoption of an amendment to the Liberty TripAdvisor Certificate of Incorporation, which amends certain provisions of the certificate of designations to provide that in connection with the merger, all shares of Liberty TripAdvisor preferred stock issued and outstanding immediately prior to the effective time of the merger, other than the excluded treasury shares, will be converted into the right to receive the preferred share merger consideration. The meeting is now open for any questions concerning the charter amendment proposal. Michael, please confirm we have not received any questions. Mr. Chairman, we have not received any questions. Proposal number three, the compensation proposal is a proposal to approve on an advisory non-binding basis the compensation that may be paid or become payable to Liberty TripAdvisor's named executive officers that is based on or related to the merger agreement and the transactions contemplated thereby. The meeting is now open for any questions concerning the compensation proposal. Michael, please confirm we have not received any questions. Mr. Chairman, we have not received any questions. Proposal four is the adjournment proposal. The adjournment proposal is a proposal to approve the adjournment of the special meeting from time to time to solicit additional proxies in favor of the merger proposal or the charter amendment proposal as applicable. If there are any insufficient votes at the time of such adjournment to approve the merger proposal or the charter amendment proposal as applicable, or if otherwise determined by the chairperson of this meeting to be necessary or appropriate. The meeting is now open for any questions concerning the adjournment proposal. Michael, please confirm we have not received any questions. Mr. Chairman, we have not received any questions. The voting requirements for each of the proposals are described in the definitive proxy materials relating to the special meeting. The board of directors recommends that you vote for four proposals, one, two, three, and four. The time is now 10:20 A.M. Mountain Time on April 24th, 2025, and the polls are now open for voting on each of the proposals. If you desire to vote at this meeting, you can do so via the virtual meeting portal. If you have previously voted by proxy, you do not need to vote today unless you wish to change your vote. Michael, please confirm the virtual meeting portal is recording any votes. Mr. Chairman, the virtual meeting portal has recorded any votes. The time is now 10:21 A.M. Mountain Time on April 24th, 2025, and the polls for voting on each of the proposals are now officially closed. Has the inspector of election tabulated the votes represented here and by proxy on each of the proposals? Mr. Chairman, the inspector of election has completed the tabulation of votes and has certified that based on preliminary results, the requisite number of shares has been voted in favor of proposals one, two, three, and four. Based on preliminary results, proposals one, two, three, and four have been approved. Because proposal one, two, and three have been approved, the special meeting will not be adjourned to solicit additional proxies as contemplated by proposal four. This concludes the scheduled business as presented in the notice of special meeting and the definitive proxy materials relating to the special meeting. At this time, I would like to adjourn the special meeting. I would like to thank you for your attendance at this meeting and your continued interest in the company. The special meeting of stockholders is now adjourned.
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