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

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

Item5.07

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 June22, 2017 (the
Annual Meeting). According to the inspector of elections, the
stockholders present in person or by proxy represented
103,902,096 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 1Election 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 directors successor is elected or until
such directors earlier resignation or removal. Stockholders voted
as follows:


For

Withheld

Broker Non-Votes


Combined Stock Nominees


Gregory B. Maffei

188,671,265 35,039,624 8,191,197


Stephen Kaufer

196,994,212 26,716,677 8,191,197


Dipchand Deep Nishar

217,761,663 5,949,226 8,191,197


Spencer M. Rascoff

219,574,994 4,135,895 8,191,197


Albert Rosenthaler

194,342,566 29,368,323 8,191,197


Sukhinder Singh Cassidy

217,762,996 5,947,893 8,191,197


Common Stock Nominees


Jeremy Philips

91,712,912 3,997,987 8,191,197


Robert S. Wiesenthal

91,712,925 3,997,974 8,191,197

Accordingly, the foregoing nominees were elected to the Companys
Board of Directors.


2

Previously, the Companys Board of Directors determined that, upon
each directors election to the Board of Directors at the Annual
Meeting, the composition of each of the committees of the Board
of Directors would be as follows:


Name


Audit Committee

Compensation Committee

Section 16 Committee

Executive Committee


Gregory B. Maffei

X X


Stephen Kaufer

X


Dipchand (Deep) Nishar*

X X


Jeremy Philips*

X


Spencer M. Rascoff *

X


Albert E. Rosenthaler


Sukhinder Singh Cassidy*

Chair Chair


Robert S. Wiesenthal*

Chair


*
Independent director

Proposal 2Ratification of
Appointment of Independent Registered Public Accounting
Firm.
The stockholders voted on the ratification of
the appointment of KPMG LLP as the Companys independent
registered public accounting firm for the year ending December31,
2017. The stockholders voted as follows:


For


Against

Abstain

Broker Non-Votes
231,712,435 137,922 51,729

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


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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.