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 14, 2022 (the "Annual Meeting"). According to the inspector of elections, the stockholders present by proxy represented 231,855,962 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 ten directors of the Company, seven 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:



Nominee                     FOR      WITHHELD  BROKER NON-VOTES
Combined Stock Nominees
Gregory B. Maffei       186,380,201 33,650,102    11,825,659
Stephen Kaufer          186,516,526 33,513,777    11,825,659
Jay C. Hoag             163,623,180 56,407,123    11,825,659
Betsy L. Morgan         217,553,301 2,477,002     11,825,659
M. Greg O'Hara          163,632,749 56,397,554    11,825,659
Albert E. Rosenthaler   196,894,751 23,135,552    11,825,659
Jane Jie Sun            175,050,406 44,979,897    11,825,659
Common Stock Nominees
Trynka Shineman Blake   90,100,629  1,929,684     11,825,659
Jeremy Philips          83,685,523  8,344,790     11,825,659
Robert S. Wiesenthal    83,641,981  8,388,332     11,825,659

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, 2022. The stockholders voted as follows:


                                          Broker
        For          Against   Abstain   Non-Votes
231,238,400          560,591   56,971        0

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


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