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TRIPADVISOR, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 13, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of TripAdvisor, Inc., a Delaware corporation (the "Company"), was held on June 12, 2014 (the "Annual Meeting"). According to the inspector of elections, the stockholders present in person or by proxy represented 129,078,106 shares of common stock (generally entitled to one vote per share) and 12,799,999 shares of Class B common stock (generally entitled to ten votes per share). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1-Election of directors. The stockholders voted on the election of nine directors of the Company, six of whom were elected by holders of common stock and Class B common stock voting together as a single class ("Combined Stock Nominees"), and three of whom were elected by holders of common stock only ("Common Stock Nominees"), each to serve for a one-year term from the date of his or her election and until such director's successor is elected or until such director's earlier resignation or removal. Stockholders voted as follows:

Broker For Withheld Non-Votes Combined Stock Nominees Gregory B. Maffei 193,664,006 44,941,436 5,672,655 Stephen Kaufer 213,119,670 25,485,772 5,672,655 Dipchand (Deep) Nishar 237,847,164 758,278 5,672,655 Spencer M. Rascoff 236,790,709 1,814,733 5,672,655 Christopher W. Shean 210,889,614 27,715,828 5,672,655 Sukhinder Singh Cassidy 237,712,180 893,262 5,672,655 Common Stock Nominees Jonathan F. Miller 109,116,975 1,488,477 5,672,655 Jeremy Philips 109,808,101 797,451 5,672,655 Robert S. Wiesenthal 109,892,944 712,508 5,672,655



Accordingly, the foregoing nominees were elected to the Company's board of directors.

Proposal 2-Ratification of appointment of independent registered public accounting firm. The stockholders voted on the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014. Stockholders voted as follows:

Broker For Against Abstain Non-Votes 243,601,909 53,834 622,354 0



Accordingly, the appointment of independent registered public accounting firm was ratified.

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Proposal 3-Consider stockholder proposal regarding majority voting in director elections. The stockholders voted on a proposal to amend the Company's corporate governance documents to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of stockholders, with a plurality vote standard retained for contested director elections. Stockholders voted as follows:

Broker For Against Abstain Non-Votes 75,220,867 162,736,197 648,378 5,672,655



Accordingly, the stockholder proposal regarding majority voting was not approved.

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Source: Edgar Glimpses


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