Liberty TripAdvisor Holdings, Inc. (LTRPA) Earnings Call Transcript & Summary

Thank you for attending the 2020 Annual Meeting of Stockholders of Liberty TripAdvisor. I will now turn the meeting over to the Chairman of the meeting, Greg Maffei.

Thank you. Good morning and welcome to the 2020 Annual Meeting of Stockholders of Liberty TripAdvisor. I am Greg Maffei, Chairman, President and CEO. I will act as chairman of this meeting. On behalf of the directors and senior officers of the company, I want to thank you all for taking the time to attend this annual meeting. We appreciate your continued interest in Liberty TripAdvisor. At this time, I'd like to introduce the company's Corporate Secretary, Michael Hurelbrink, who will act the secretary of this meeting and will say a few words about our procedures for our 2020 Annual Meeting.

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 formal meeting. We thank you in advance for helping us conduct the 2020 Annual Meeting in an orderly fashion.

Thank you, Michael. We will now proceed with the formal items of, business, the appointment of the inspector of election. [ Chris Amran ] of American Election Services has been appointed to serve as the inspector of election. We're here today to vote upon each of the proposals described in the notice of annual meeting and proxy statement. First, the declaration of quorum and formal call to order. Has the inspector of election tabulated the number of shares here today represented via the virtual meeting portal or represented by proxy?

Mr. Chairman, based on information received from Broadridge, shares of the company's Series A and Series B common stock, representing at least the 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.

Great. Thank you, Michael. As reported, a quorum is represented here today. Therefore, the annual meeting is formally called to order. Copies of the list of stockholders entitled to vote at the meeting and the notice of annual meeting and proxy statement relating to the annual meeting are available on the virtual meeting portal. As stated in the notice of annual meeting and proxy statement, stockholders will vote on 3 proposals, each of which will be described in turn. First proposal is the election of directors proposal. It's a proposal to elect Chris Mueller and Albert Rosenthaler to continue serving as Class II members of our Board of Directors until the 2023 Annual Meeting of Stockholders or until their earlier resignation or removal. Misters Mueller and Rosenthaler have been denominated by the Board's Nominating and Corporate Governance Committee and no other nominations were made in accordance with the bylaws of the company. Their biographies can be found on Pages 9 and 10 of the proxy statement. The meeting is now open for any questions concerning the director nominees. Michael, please confirm we have not received any questions.

Mr. Chairman, we have not received any questions.

Thank you. Proposal 2, the auditor's ratification proposal, is a proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2020. [ Ryan Bursaw ], a partner with KPMG LLP, is prepared to respond to appropriate auditing questions. Michael, please confirm we have not received any questions for KPMG.

Mr. Chairman, we have not received any questions for KPMG.

Great. The third proposal, the reverse stock split proposal, is a proposal to approve the adoption of amendment to our restated certificate of incorporation to effect a reverse stock split for our common stock at a ratio of at least 1:2 and up to 1:20 with the exact ratio within the core going range to be determined by our Board of Directors or a committee thereof publicly disclosed prior to the effectiveness of the reverse stock split. The meeting is now open for any questions concerning diverse stock split proposal. Michael, please confirm we've not received any questions.