UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May, 2018
Commission File Number: 001-37959
trivago N.V.
(Exact Name of Registrant as Specified in Its Charter)
Bennigsen-Platz 1
40474 Düsseldorf
Federal Republic of Germany
+49 211 54065110
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
trivago N.V. issued a press release announcing its 2018 annual general meeting of shareholders and made available to its shareholders certain other materials in connection with such meeting.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
trivago N.V. | ||||||
Date: May 17, 2018 | By: | /s/ Axel Hefer | ||||
Axel Hefer | ||||||
(Chief Financial Officer) | ||||||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press release dated May 16, 2018. | |
99.2 | Notice convening the annual general meeting of shareholders with explanatory notes. | |
Exhibit 99.1
trivago N.V.: Announces Annual General Meeting of Shareholders
DÜSSELDORF, GERMANY - May 16, 2018 - trivago N.V. (NASDAQ: TRVG) announced today that the Annual General Meeting of Shareholders will be held on June 8, 2018 at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands. The meeting will start at 3:00 p.m. CET.
The convening notice and explanatory notes for the general meeting are available free of charge in the Investor Relations section of trivago N.V.'s corporate website at ir.trivago.com.
About trivago
trivago is a leading global hotel search platform focused on reshaping the way travelers search for and compare hotels and alternative accommodations. Incorporated in 2005 in Düsseldorf, Germany, the platform allows travelers to make informed decisions by personalizing their hotel search and providing them access to a deep supply of hotel information and prices. trivago enables its advertisers to grow their businesses by providing access to a broad audience of travelers via its websites and apps. As of March 31, 2018, trivago has established 55 localized platforms connected to over two million hotels and alternative accommodations, in over 190 countries.
Media Contact
Sydney Burdick
comms@trivago.com
IR Contact
Matthias Tillmann
ir@trivago.com
Forward looking statements
This press release contains certain forward-looking statements. Words, and variations of words such as "believe," "expect," "plan," "continue," "will," "should," and similar expressions are intended to identify our forward-looking statements. These forward-looking statements involve risks and uncertainties, many of which are beyond our control, and important factors that could cause actual events and results to differ materially from those in the forward-looking statements. For additional information factors that could affect our forward-looking statements, see our risk factors, as they may be amended from time to time, set forth in our public filings with the Securities and Exchange Commission. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.
Exhibit 99.2
CONVENING NOTICE
This is the convening notice for the annual general meeting of shareholders of trivago N.V. (the "Company") to be held on June 8, 2018 at 15:00 CEST at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands (the "AGM").
The agenda for the AGM is as follows:
1. | Opening |
2. | Discussion of the annual report over the financial year 2017 (discussion item) |
3. | Implementation of the compensation policy during the financial year 2017 (discussion item) |
4. | Adoption of the annual accounts over the financial year 2017 (voting item) |
5. | Explanation of the dividend and reservation policy (discussion item) |
6. | Appointment of the external auditor for the financial year 2018 (voting item) |
7. | Release of the management directors from liability for the exercise of their duties during the financial year 2017 (voting item) |
8. | Release of the supervisory directors from liability for the exercise of their duties during the financial year 2017 (voting item) |
9. | Reappointment of A.P. Hefer as managing director for a period expiring at the end of the annual general meeting to be held in the year 2023 (voting item) |
10. | Reappointment of R.T.J. Schrömgens as managing director for a period expiring at the end of the annual general meeting to be held in the year 2019 (voting item) |
11. | Reappointment of T.J. Thomas as managing director for a period expiring at the end of the annual general meeting to be held in the year 2019 (voting item) |
12. | Appointment of R. Dzielak as supervisory director for a period expiring at the end of the annual general meeting to be held in the year 2021 (voting item) |
13. | Authorization of the management board to acquire shares in the Company's capital (voting item) |
14. | Closing |
No business shall be voted on at the AGM, except such items as included in the above-mentioned agenda.
The registration date for the AGM is May 11, 2018 (the "Registration Date"). Those who are shareholders of the Company, or who otherwise have voting rights and/or meeting rights with respect to shares in the Company's capital, on the Registration Date and who are recorded as such in the Company's shareholders' register or in the register maintained by the Company's U.S. transfer agent may attend and, if relevant, vote at the AGM (the "Persons with Meeting Rights").
Persons with Meeting Rights who wish to attend the AGM, in person or represented by proxy, must notify the Company in writing of their identity and intention to attend the AGM. This notice must be received by the Company ultimately on June 5, 2018. Persons with Meeting Rights who have not complied with this requirement may be refused entry to the AGM. Persons with Meeting Rights may have themselves represented at the AGM through the use of a written or electronically recorded proxy. Proxyholders should present a copy of their proxies upon entry to the AGM, failing which the proxyholder concerned may be refused entry to the AGM. A proxy form can be downloaded from the Company's website (http://www.trivago.com).
EXPLANATORY NOTES TO THE AGENDA
2. | Discussion of the annual report over the financial year 2017 (discussion item) |
The Company's annual report over the financial year 2017 has been made available on the Company's website (http://www.trivago.com) and at the Company's office address.
3. | Implementation of the compensation policy during the financial year 2017 (discussion item) |
The Company's compensation policy is intended to attract, retain and motivate managing directors with the leadership qualities, skills and experience needed to support and promote the growth and sustainable success of the Company and its business. The compensation structure for managing directors should drive strong business performance, promote accountability, incentivize managing directors to achieve short and long-term performance targets with the objective of increasing the Company's equity value, assure that the interests of the managing directors are closely aligned to those of the Company, its business and its stakeholders and ensure the overall market competitiveness of compensation packages for managing directors.
The implementation of the Company's compensation policy has been outlined in the Company's annual report over the financial year 2017.
4. | Adoption of the annual accounts over the financial year 2017 (voting item) |
The Company's annual accounts over the financial year 2017 have been made available on the Company's website (http://www.trivago.com) and at the Company's office address. It is proposed that these annual accounts be adopted.
5. | Explanation of the dividend and reservation policy (discussion item) |
The Company has formulated a dividend and reservation policy consistent with its current strategy. The Company's policy in this respect is not to distribute any profits in the near future and to add any such profits to the Company's reserves for purposes such as funding the development and expansion of the Company's business, making future investments, financing capital expenditures and enhancing the Company's liquidity position. If and when the Company does intend to distribute a dividend, such dividend may be distributed in the form of cash only or shares only, through a combination of the foregoing (cash and shares) or through a choice dividend (cash or shares), in each case subject to applicable law.
6. | Appointment of the external auditor for the financial year 2018 (voting item) |
It is proposed that Ernst & Young Accountants LLP ("EY") be appointed and instructed to audit the Company's annual report and annual accounts for the financial year 2018. This proposal is
based on the positive outcome of a thorough selection procedure performed by the Company and the supervisory board's approval of the terms of engagement proposed by EY for these services (including the scope of the audit, the materiality to be used and compensation for the audit). The main conclusion of the selection procedure is that, because of the importance of continuity of the audit activities, it is desirable to extend EY's current engagement as the Company's external auditor.
7. | Release of the management directors from liability for the exercise of their duties during the financial year 2017 (voting item) |
It is proposed that the Company's managing directors be released from liability for the exercise of their duties during the financial year 2017. The scope of this release from liability extends to the exercise of their respective duties insofar as these are reflected in the Company's annual report or annual accounts over the financial year 2017.
8. | Release of the supervisory directors from liability for the exercise of their duties during the financial year 2017 (voting item) |
It is proposed that the Company's supervisory directors be released from liability for the exercise of their duties during the financial year 2017. The scope of this release from liability extends to the exercise of their respective duties insofar as these are reflected in the Company's annual report or annual accounts over the financial year 2017.
9. | Reappointment of A.P. Hefer as managing director for a period expiring at the end of the annual general meeting to be held in the year 2023 (voting item) |
The Company's supervisory board has made a binding nomination to reappoint A.P. Hefer as managing director of the Company for a period expiring at the end of the annual general meeting to be held in the year 2023.
10. | Reappointment of R.T.J. Schrömgens as managing director for a period expiring at the end of the annual general meeting to be held in the year 2019 (voting item) |
The Company's supervisory board has made a binding nomination to reappoint R.T.J. Schrömgens as managing director of the Company for a period expiring at the end of the annual general meeting to be held in the year 2019.
11. | Reappointment of T.J. Thomas as managing director for a period expiring at the end of the annual general meeting to be held in the year 2019 (voting item) |
The Company's supervisory board has made a binding nomination to reappoint T.J. Thomas as managing director of the Company for a period expiring at the end of the annual general meeting to be held in the year 2019.
12. | Appointment of R. Dzielak as supervisory director for a period expiring at the end of the annual general meeting to be held in the year 2021 (voting item) |
The Company's supervisory board has made a binding nomination to appoint R. Dzielak as supervisory director of the Company for a period expiring at the end of the annual general meeting to be held in the year 2021.
Robert J. Dzielak (47) has served as Expedia’s Chief Legal Officer and Secretary since March 2018, having previously served as its Executive Vice President, General Counsel and Secretary since April 2012. Dzielak previously served as Expedia’s Senior Vice President and acting General Counsel since October 2011. Since joining Expedia as Assistant General Counsel in April 2006 and through his service as Vice President and Associate General Counsel between February 2007 and October 2011, Dzielak held primary responsibility for the worldwide litigation portfolio of Expedia and its brands. Prior to joining Expedia, Dzielak was a partner at the law firm of Preston, Gates and Ellis, LLP (now K&L Gates LLP), where his practice focused on commercial and intellectual property litigation. Dzielak received his J.D. from The John Marshall Law School.
Mr. Dzielak does not hold any shares in the Company's share capital.
13. | Authorization of the management board to acquire shares in the Company's capital (voting item) |
It is proposed to authorize the Company's management board, subject to the approval of its supervisory board as required by the Company’s amended management board rules, to resolve for the Company to acquire fully paid-up shares in the Company's capital (or depository receipts for such shares) by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price which is higher than nil and does not exceed 110% of the average market price of American Depositary Receipts for Class A Shares on the NASDAQ Stock Market (such average market price being the average of the closing prices on each of the five consecutive trading days preceding the date the acquisition is agreed upon by the Company), up to 10% of the Company's issued share capital (determined as at the close of business on the date of the AGM).