Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On July 15, 2020, Jane Jie Sun was elected to the Board of Directors of Tripadvisor, Inc., a Delaware corporation ("Tripadvisor"). Ms. Sun, the Chief Executive Officer and a Director of Trip.com Group Limited ("Trip.com"), serves as the designee of Trip.com pursuant to the terms of the Governance Agreement, dated as of November 6, 2019, by and between Tripadvisor and Trip.com (the "Governance Agreement"). Ms. Sun will receive the same compensation as Tripadvisor's other nonemployee directors, which is summarized in Tripadvisor's proxy statement for the annual meeting of stockholders held on June 9, 2020, which was filed with the U.S. Securities and Exchange Commission on April 28, 2020.

Pursuant to the Governance Agreement, Trip.com will have a nomination right for one Tripadvisor board seat. To maintain the board nomination right, Trip.com must acquire an equity stake in Tripadvisor in an amount representing approximately 5% of Tripadvisor's issued and outstanding shares of common stock. The above description of the Governance Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on November 6, 2019 and is incorporated by reference herein.

Simultaneously with entering into the Governance Agreement, on November 6, 2019, Tripadvisor issued a press release announcing its strategic partnership with Trip.com. The partnership consists of a joint venture under the Tripadvisor China brand, global content agreements providing for the distribution of Tripadvisor content on the Trip.com brands, and the Governance Agreement. The full text of this press release was furnished as Exhibit 99.3 to the Current Report on Form 8-K filed November 6, 2019.

As part of the strategic partnership, Tripadvisor and Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com, entered into an agreement to combine certain assets in China through the creation of a new entity, Chelsea Investment Holding Company PTE, Ltd. (the "JV"). Tripadvisor contributed a portion of its business in China to the JV, including a long-term exclusive brand and content license and other assets, in return for a 40% equity ownership interest in the JV. The above description of the JV is not complete and is qualified in its entirety by reference to Tripadvisor's disclosure in the Company's Annual Report on Form 10-K filed on February 19, 2020.


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