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 8, 2021 (the "Annual Meeting"). According to the inspector of elections, the stockholders present by proxy represented 230,327,209 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
Combined Stock Nominees
Gregory B. Maffei       180,238,030 40,287,403
Stephen Kaufer          201,171,971 19,353,462
Jay C. Hoag             162,724,007 57,801,426
Betsy L. Morgan         217,476,602 3,048,831
M. Greg O'Hara          218,661,066 1,864,367
Albert Rosenthaler      193,421,655 27,103,778
Jane Jie Sun            185,693,954 34,831,479
Common Stock Nominees
Trynka Shineman Blake   91,059,297  1,466,146
Jeremy Philips          88,297,357  4,228,086
Robert S. Wiesenthal    89,477,157  3,048,286

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











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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, 2021. The stockholders voted as follows:





                                            Broker
       For            Against    Abstain   Non-Votes
228,787,931          1,490,465   48,813        0

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

Proposal 3-Approval of Amendment No. 1 to the Company's 2018 Stock and Annual Incentive Plan. The stockholders voted on Amendment No. 1 to the Company's 2018 Stock and Annual Incentive Plan. The stockholders voted as follows:





                                      Broker
    For        Against     Abstain   Non-Votes
179,402,672   41,057,893   64,868    9,801,776

Accordingly, Amendment No. 1 to the Company's 2018 Stock and Annual Incentive Plan was approved.

Proposal 4-Advisory Vote on Compensation of Named Executive Officers. The stockholders voted, on an advisory basis, on the compensation of the Named Executive Officers. The stockholders voted as follows:





                                     Broker
    For        Against    Abstain   Non-Votes
214,967,878   5,478,871   78,684    9,801,776

Accordingly, the compensation of the Named Executive Officers was approved.


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