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TripAdvisor Reports Approval of Nevada Redomestication
Wednesday, June 14, 2023

In April, I wrote about a lawsuit challenging a proposal by TripAdvisor, Inc. to redomesticate from Delaware to Nevada.   TripAdvisor's stockholders were given the opportunity to vote on the proposal last week.  On Monday, the company filed a Form 8-K with the Securities and Exchange Commission reporting that the proposal had passed with the following votes:

For

Against

Abstain

Broker Non-Votes

150,522,811

73,292,135

97,969

11,963,957

According to TripAdvisor's proxy statement approval of the proposal required affirmative vote of a majority of the voting power of the outstanding shares and entitled to vote thereon, voting together as a single class.

If and when TripAdvisor redomesticates will apparently depend upon the outcome to the pending litigation.  According to this proxy supplement, TripAdvisor has agreed with the plaintiffs not to proceed until the court enters a non-appealable order dismissing the action or by agreement of the parties, subject to the court approving the termination of the order.

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