TRIPADVISOR INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Albert E. Rosenthaler

TRIPADVISOR INC.’s own tally for this item (“Elect Director: Albert E. Rosenthaler”): 202,993,033 for, 22,653,762 withheld, per its Form 8-K filed June 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders voted as follows: Accordingly, the foregoing nominees were elected to the Company's board of directors.”
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 34,056,624 for, 5,991,533 withheld, 3,609,944 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Directors: Betsy L. Morgan

TRIPADVISOR INC.’s own tally for this item (“Elect Director: Betsy L. Morgan”): 203,017,077 for, 22,629,718 withheld, per its Form 8-K filed June 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders voted as follows: Accordingly, the foregoing nominees were elected to the Company's board of directors.”
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 34,178,914 for, 5,869,243 withheld, 3,609,944 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Directors: Gregory B. Maffei

TRIPADVISOR INC.’s own tally for this item (“Elect Director: Gregory B. Maffei”): 170,833,742 for, 54,813,053 withheld, per its Form 8-K filed June 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders voted as follows: Accordingly, the foregoing nominees were elected to the Company's board of directors.”
Support: 76% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 14,032,796 for, 24,539,004 withheld, 5,086,301 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Directors: Jane Jie Sun

TRIPADVISOR INC.’s own tally for this item (“Elect Director: Jane Jie Sun”): 152,263,605 for, 73,383,190 withheld, per its Form 8-K filed June 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders voted as follows: Accordingly, the foregoing nominees were elected to the Company's board of directors.”
Support: 67% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 318,543 for, 37,806,031 withheld, 5,533,527 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Directors: Jay C. Hoag

TRIPADVISOR INC.’s own tally for this item (“Elect Director: Jay C. Hoag”): 200,637,618 for, 25,009,177 withheld, per its Form 8-K filed June 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders voted as follows: Accordingly, the foregoing nominees were elected to the Company's board of directors.”
Support: 89% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 33,182,838 for, 6,865,319 withheld, 3,609,944 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Directors: Jeremy Philips

TRIPADVISOR INC.’s own tally for this item (“Elect Director: Jeremy Philips”): 66,317,279 for, 31,329,526 withheld, per its Form 8-K filed June 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders voted as follows: Accordingly, the foregoing nominees were elected to the Company's board of directors.”
Support: 68% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 29,739,475 for, 8,901,232 withheld, 5,017,394 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Directors: M. Greg O'Hara

TRIPADVISOR INC.’s own tally for this item (“Elect Director: M. Greg O'Hara”): 203,111,107 for, 22,535,688 withheld, per its Form 8-K filed June 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders voted as follows: Accordingly, the foregoing nominees were elected to the Company's board of directors.”
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 34,178,914 for, 5,869,243 withheld, 3,609,944 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Directors: Matt Goldberg

TRIPADVISOR INC.’s own tally for this item (“Elect Director: Matt Goldberg”): 204,291,634 for, 21,355,161 withheld, per its Form 8-K filed June 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders voted as follows: Accordingly, the foregoing nominees were elected to the Company's board of directors.”
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 34,934,046 for, 4,832,652 withheld, 3,891,403 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Directors: Robert S. Wiesenthal

TRIPADVISOR INC.’s own tally for this item (“Elect Director: Robert S. Wiesenthal”): 66,528,131 for, 31,118,674 withheld, per its Form 8-K filed June 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders voted as follows: Accordingly, the foregoing nominees were elected to the Company's board of directors.”
Support: 68% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 29,737,025 for, 8,901,232 withheld, 5,019,844 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Directors: Trynka Shineman Blake

TRIPADVISOR INC.’s own tally for this item (“Elect Director: Trynka Shineman Blake”): 74,579,307 for, 23,067,498 withheld, per its Form 8-K filed June 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders voted as follows: Accordingly, the foregoing nominees were elected to the Company's board of directors.”
Support: 76% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 34,144,301 for, 5,903,856 withheld, 3,609,944 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: To approve, on a non-binding advisory basis, the compensation of our named executive officers;

TRIPADVISOR INC.’s own tally for this item (“3. Advisory Vote on Compensation of Named Executive Officers”): 221,726,280 for, 3,738,628 against — passed, per its Form 8-K filed June 17, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Accordingly, the compensation of the named executive officers was approved.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 93 managers: 43,529,657 for, 130,851 against, 5,472 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 294 managers: 42,249,730 for, 2,875,667 against, 202 abstained, 9,975 not voted, 1,713,859 3 year, 156,669 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To vote, on a non-binding advisory basis, on the frequency of future advisory resolutions to approve the compensation of our named executive officers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 39 managers: 1,640 for, 5,472 abstained, 8,828,287 1 year, 152,491 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 145 managers: 27,881 for, 42,915 against, 202 abstained, 9,975 not voted, 10,137,665 1 year, 4,496,820 3 year, 719 unknown, 30 2 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To vote, on a non-binding advisory basis, on the frequency of future advisory resolutions to approve the compensation of our named executive officers; and

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 57 managers: 32,499 abstained, 31,297,032 1 year, 2,438,383 3 year, 4,320 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 131 managers: 156,669 for, 29,916,520 1 year, 1,282,279 3 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Advisory vote on Executive Compensation Vote Frequency

The 4 asset managers below reported 4,310 for, 5,343 1 year. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

TRIPADVISOR INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 234,446,770 for, 885,157 against — passed, per its Form 8-K filed June 17, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Accordingly, the appointment of independent registered public accounting firm was ratified.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 42,372,340 for, 383,192 against, 5,472 abstained.

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

The 40 asset managers below reported 3,572 for, 1,709,388 against, 1,985 withheld, 7,273,825 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 40 asset managers. See all 40 in the interactive database.