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

At Liberty TripAdvisor Holdings, Inc.'s (the "Company") annual meeting of stockholders held on July 28, 2021, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Gregory B. Maffei, Michael J. Malone and M. Gregory O'Hara to continue serving as Class III members of the Company's board of directors until the 2024 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to ratify the selection of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2021 (the "auditors ratification proposal"); (3) a proposal to approve, on an advisory basis, the compensation of the Company's named executive officers as described in the proxy statement relating to the Annual Meeting under the heading "Executive Compensation" (the "say-on-pay proposal"); and (4) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the "say-on-frequency proposal"). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal are set forth below.

1. Election of the following Nominees to the Company's Board of Directors

Director Nominee Votes For Votes Withheld Broker Non-Votes Gregory B. Maffei 65,095,778 13,244,346 11,231,273 Michael J. Malone 65,533,409 12,806,715 11,231,273 M. Gregory O' Hara 59,903,503 18,436,621 11,231,273

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

2. The Auditors Ratification Proposal

Votes For Votes Against Abstentions Broker Non-Votes 89,337,868 73,714 159,815 -

Accordingly, the auditors ratification proposal was approved.





3. The Say-On-Pay Proposal

Votes For Votes Against Abstentions Broker Non-Votes 49,298,192 28,961,875 80,057 11,231,273

Accordingly, the say-on-pay proposal was approved.

4. The Say-On-Frequency Proposal

Votes For 3 Years Votes For 2 Years Votes For 1 Year Abstentions Broker Non-Votes


   42,908,636          49,620          35,347,889      33,979       11,231,273

Accordingly, the frequency at which future say-on-pay votes will be held is every 3 years.









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