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 6, 2023 (the "Annual Meeting"). According to the inspector of elections, the stockholders present by proxy represented 235,876,872 shares of common stock (generally entitled to one vote per share), including 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           164,504,647       59,408,268             11,963,957

Matt Goldberg               190,615,311       33,297,604             11,963,957

Jay C. Hoag                 185,319,260       38,593,655             11,963,957

Betsy L. Morgan             186,864,023       37,048,892             11,963,957

M. Greg O'Hara              189,500,513       34,412,402             11,963,957

Albert E. Rosenthaler       185,382,210       38,530,705             11,963,957

Jane Jie Sun                168,516,428       55,396,487             11,963,957


Common Stock Nominees
Trynka Shineman Blake        58,921,606       36,991,319             11,963,957

Jeremy Philips               50,899,909       45,013,016             11,963,957

Robert S. Wiesenthal         51,628,079       44,284,846             11,963,957

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, 2023. The stockholders voted as follows:



                                   Broker
    For       Against   Abstain   Non-Votes
235,214,122   540,446   122,304       0

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


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Proposal 3- Approval of the redomestication of the Company to the State of Nevada by conversion. The stockholders voted on the approval the redomestication of the Company to the State of Nevada by conversion ("Redomestication") and on the adoption of the resolution of the Board of Directors approving the Redomestication. The stockholders voted as follows:



                                       Broker
    For        Against     Abstain   Non-Votes
150,522,811   73,292,135   97,969    11,963,957

Accordingly, the Redomestication was approved and the resolution of the Board of Directors was adopted.

Proposal 4-Approval of the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan. The stockholders voted on the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan, as described in the Company's proxy statement. The stockholders voted as follows:



                                       Broker
    For        Against     Abstain   Non-Votes
164,774,141   59,013,673   125,101   11,963,957

Accordingly, the Company's 2023 Stock and Annual Incentive Plan was approved.


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