TripAdvisor 2012 Annual Report Download - page 134

Quorum; Abstentions; Broker Non-Votes
Transaction of business at the Annual Meeting may occur if a quorum is present. If a quorum is not present,
it is expected that the Annual Meeting will be adjourned or postponed in order to permit additional time for
soliciting and obtaining additional proxies or votes, and, at any subsequent reconvening of the Annual Meeting,
all proxies will be voted in the same manner as such proxies would have been voted at the original convening of
the Annual Meeting, except for any proxies that have been effectively revoked or withdrawn.
With respect to (i) the election of five of the seven director nominees, (ii) the ratification of the appointment
of TripAdvisor’s independent registered public accounting firm, and (iii) the approval of the 2011 Plan, the
presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total votes entitled to
be cast constitutes a quorum.
For the election of the two directors whom the holders of TripAdvisor common stock are entitled to elect as
a separate class, the presence at the Annual Meeting, in person or by proxy, of the holders of a majority of shares
of common stock constitutes a quorum.
If a share is represented for any purpose at the meeting, it is deemed to be present for quorum purposes and
for all other matters as well. Shares of TripAdvisor capital stock represented by a properly executed proxy will
be treated as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the
proxy is marked as casting a vote or abstaining.
Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a
quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote the
shares on a proposal because the nominee does not have discretionary voting power for a particular item and has
not received instructions from the beneficial owner regarding voting. Brokers who hold shares for the accounts of
their clients have discretionary authority to vote shares if specific instructions are not given with respect to the
ratification of the appointment of our independent registered public accounting firm. Brokers do not have
discretionary authority to vote on (a) the election of our directors or (b) the approval of the 2011 Plan, so we
encourage you to provide instructions to your broker regarding the voting of your shares.
Solicitation of Proxies
TripAdvisor will bear the cost of the solicitation of proxies from its stockholders. In addition to solicitation
by mail, the directors, officers and employees of TripAdvisor, without additional compensation, may solicit
proxies from stockholders by telephone, by letter, by facsimile, in person or otherwise. Following the original
mailing of the proxies and other soliciting materials, TripAdvisor will ask brokers, trusts, banks or other
nominees to forward copies of the proxy and other soliciting materials to persons for whom they hold shares of
TripAdvisor capital stock and to request authority for the exercise of proxies. In such cases, TripAdvisor, upon
the request of the brokers, trusts, banks and other stockholder nominees, will reimburse such holders for their
reasonable expenses.
Voting Proxies
The manner in which your shares may be voted depends on whether you are a:
•Registered stockholder: Your shares are represented by certificates or book entries in your name on the
records of the TripAdvisor’s stock transfer agent; or
•Beneficial stockholder: You hold your shares “in street name” through a broker, trust, bank or other
nominee.
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