TripAdvisor 2014 Annual Report Download - page 124

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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withdrawn.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 six of the nine director nominees, (ii) the ratification of the appointment of KPMG LLP as
TripAdvisor’s independent registered public accounting firm, and (iii) the approval, on an advisory basis, of the compensation of our
named executive officers, 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 three 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 (i) the election of our directors or (ii) the advisory resolution to approve the compensation of our
named executive officers, 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 of Proxies
The manner in which your shares may be voted depends on whether you are a:
x Registered stockholder: Your shares are represented by certificates or book entries in your name on the records of the
TripAdvisor’s stock transfer agent and you have the right to vote those shares directly; or
x Beneficial stockholder: You hold your shares “in street name” through a broker, trust, bank or other nominee and you
have the right to direct your broker, trust, bank or other nominee on how to vote the shares in your account; however, you
must request and receive a valid proxy from your broker, trust, bank or other nominee.
Whether you hold shares directly as a registered stockholder or beneficially as a beneficial stockholder, you may direct how
your shares are voted without attending the Annual Meeting. For directions on how to vote, please refer to the instructions below and
those on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form provided. To vote using the
Internet or by telephone, you will be required to enter the control number included on your Notice of Internet Availability of Proxy
Materials or other voting instruction form provided by your broker, trust, bank or other nominee.
x Using the Internet. Registered stockholders may vote using the Internet by going to www.proxyvote.com and following
the instructions. Beneficial stockholders may vote by accessing the website specified on the voting instruction forms
provided by their brokers, trusts, banks or other nominees.
x By Telephone. Registered stockholders may vote, from within the United States, using any touch-tone telephone by
calling 1-800-690-6903 and following the recorded instructions. Beneficial owners may vote, from within the United States,