0001225208-11-025991.txt : 20111206 0001225208-11-025991.hdr.sgml : 20111206 20111206165432 ACCESSION NUMBER: 0001225208-11-025991 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111206 FILED AS OF DATE: 20111206 DATE AS OF CHANGE: 20111206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaufer Stephen CENTRAL INDEX KEY: 0001535772 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35362 FILM NUMBER: 111246270 MAIL ADDRESS: STREET 1: C/O EXPEDIA, INC. STREET 2: 333 108TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TripAdvisor, Inc. CENTRAL INDEX KEY: 0001526520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 800743202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 108TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425.679.7810 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 3 1 doc3.xml X0204 3 2011-12-06 1 0001526520 TripAdvisor, Inc. TRIP 0001535772 Kaufer Stephen C/O TRIPADVISOR, INC. 141 NEEDHAM STREET NEWTON MA 02464 1 CEO and Pres. kauferpoa.txt /s/ Michael S. Marron, Attorney-in-fact 2011-12-06 EX-24 2 kauferpoa.txt POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Seth J. Kalvert, Suzanne Filippi and Michael S. Marron, signing singly, as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer of TripAdvisor, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act") and Form ID to obtain EDGAR codes and related documentation for use in filing Forms 3, 4 and 5; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Form ID, complete and execute any amendment or amendments thereto, and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion; and (4) seek or obtain, as the undersigned's attorney-in-fact and on the undersigned's behalf, information regarding transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in connection with the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. Additionally, although pursuant to this Power of Attorney the Company will use commercially reasonable best efforts to timely and accurately file Section 16 reports on behalf of the undersigned, the Company does not represent or warrant that it will be able to in all cases timely and accurately file Section 16 reports on behalf of the undersigned due to various factors, including, but not limited to, the shorter deadlines mandated by the Sarbanes-Oxley Act of 2002, possible time zone differences between the Company and the undersigned and the Company's need to rely on others for information, including the undersigned and brokers of the undersigned. IN WITNESS WHEREOF, the undersigned had caused this Power of Attorney to be executed as of this 14th day of November 2011. By: /s/ Stephen Kaufer Print name: Stephen Kaufer