TRIPADVISOR, INC. (NASDAQ:TRIP) Files An 8-K Submission of Matters to a Vote of Security Holders

TRIPADVISOR, INC. (NASDAQ:TRIP) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders.

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The annual meeting of stockholders of TripAdvisor, Inc., a Delaware corporation (the “Company”), was held on June21, 2018 (the “Annual Meeting”). According to the inspector of elections, the stockholders present in person or by proxy represented 111,482,415 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 eight 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 two 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:

For

Withheld

Broker Non-Votes

Combined Stock Nominees

Gregory B. Maffei

186,688,760

44,935,642

7,858,003

Stephen Kaufer

198,166,631

33,457,771

7,858,003

Jay C. Hoag

228,886,091

2,738,311

7,858,003

Dipchand “Deep” Nishar

213,921,939

17,702,463

7,858,003

Spencer M. Rascoff

229,510,198

2,114,204

7,858,003

Albert Rosenthaler

196,832,783

34,791,619

7,858,003

Common Stock Nominees

Jeremy Philips

99,044,568

4,579,844

7,858,003

Robert S. Wiesenthal

99,024,100

4,600,312

7,858,003

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 December31, 2018. The stockholders voted as follows:

For

Against

Abstain

Broker Non-Votes

238,564,526

848,666

69,213

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

Proposal 3—Approval of 2018 Stock and Annual Incentive Plan. The stockholders voted on the TripAdvisor, Inc. 2018 Stock and Annual Incentive Plan, as disclosed in the Company’s proxy statement.The stockholders voted as follows:

For

Against

Abstain

Broker Non-Votes

193,109,039

38,374,563

140,800

7,858,003

Accordingly, the Company’s 2018 Stock and Annual Incentive Plan was approved.

Proposal 4—Advisory Vote on Compensation of Named Executive Officers. The stockholders were provided with an opportunity to cast an advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.The stockholders voted as follows:

For

Against

Abstain

Broker Non-Votes

173,322,666

58,163,983

137,753

7,858,003

Accordingly, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement was approved on an advisory basis.

Proposal 5—Advisory Vote on Frequency of Future Advisory Resolutions on Executive Compensation. The stockholders were provided with an opportunity to cast an advisory vote on how frequently they would like to vote on future advisory resolutions to approve the compensation of named executive officers. The stockholders voted as follows:

1 YEAR

2 YEARS

3 YEARS

Abstain

Broker Non-Votes

68,514,015

33,184

162,957,333

119,870

Accordingly, future advisory votes to approve the compensation paid to the Company’s named executive officers will occur every three years.


About TRIPADVISOR, INC. (NASDAQ:TRIP)

TripAdvisor, Inc. is an online travel company, which owns and operates a portfolio of online travel brands. TripAdvisor, the Company’s flagship brand, is a travel Website. The Company operates in two segments. The Hotel segment’s services include making hotel room nights available for price comparison and booking, including instant booking feature, as well as subscription-based hotel products, such as Business Listings, and transaction-based hotel products, such as Jetsetter and Tingo. Its Other segment consists of three segments, which include Attractions, Restaurants and Vacation Rentals. The Company, through viator.com (Viator), provides information and services for researching and booking destination activities around the world. Its Restaurants business consists of its Websites that provide online and mobile reservation services. The Company offers individual property owners and property managers to list their properties available for rental and connect with travelers.

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