TripAdvisor 2014 Annual Report Download - page 125

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3
using any touch-tone telephone by calling the number specified on the voting instruction forms provided by their brokers,
trusts, banks or other nominees.
x By Mail. Registered stockholders may submit proxies by mail by requesting printed proxy cards and marking, signing and
dating the printed proxy cards and mailing them in the accompanying pre-addressed envelopes. Beneficial owners may vote
by marking, signing and dating the voting instruction forms provided by their brokers, trusts, banks or other nominees and
mailing them in the accompanying pre-addressed envelopes.
All proxies properly submitted and not revoked will be voted at the Annual Meeting in accordance with the instructions
indicated thereon. If no instructions are provided, such proxies will be voted FOR proposals (1) through (3) described in this Proxy
Statement.
TripAdvisor is incorporated under Delaware law, which specifically permits electronically transmitted proxies, provided that
each such proxy contains, or is submitted with, information from which the inspector of elections can determine that such proxy was
authorized by the stockholder. The electronic voting procedures provided for the Annual Meeting are designed to authenticate each
stockholder by use of a control number, to allow stockholders to vote their shares and to confirm that their instructions have been
properly recorded.
Voting in Person at the Annual Meeting
You may also vote in person at the Annual Meeting. Votes in person will replace any previous votes you have made by mail,
telephone or the Internet. We will provide a ballot to registered stockholders who request one at the meeting. Shares held in your name
as the stockholder of record may be voted on that ballot. Shares held beneficially in street name may be voted on a ballot only if you
bring a legal proxy from the broker, trust, bank or other nominee that holds your shares giving you the right to vote the shares.
Attendance at the Annual Meeting without voting or revoking a previous proxy in accordance with the voting procedures will not in
and of itself revoke a proxy.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, please take the time to vote via the
Internet, by telephone or by returning your marked, signed and dated proxy card so that your shares will be represented at
the Annual Meeting.
Revocation of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it any time before the taking of the vote at the
Annual Meeting.
If you are a beneficial stockholder, you may revoke your proxy or change your vote only by following the separate instructions
provided by your broker, trust, bank or other nominee.
If you are a registered stockholder, you may revoke your proxy at any time before it is exercised at the Annual Meeting by
(i) delivering written notice, bearing a date later than the proxy, stating that the proxy is revoked, (ii) submitting a later-dated proxy
relating to the same stock by mail, telephone or the Internet prior to the vote at the Annual Meeting or (iii) attending the Annual
Meeting and properly giving notice of revocation to the inspector of elections or voting in person. Registered holders may send any
written notice or request for a new proxy card to TripAdvisor, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717,
or follow the instructions provided on the Notice of Internet Availability of Proxy Materials and proxy card to submit a new proxy by
telephone or via the Internet. Registered holders may also request a new proxy card by calling 1-800-579-1639.
Other Business
The Board of Directors does not presently intend to bring any business before the Annual Meeting other than the proposals
discussed in this Proxy Statement and specified in the Notice of Annual Meeting of Stockholders. The Board of Directors has no
knowledge of any other matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any other
matters should properly come before the Annual Meeting, the persons designated in the proxy will vote on them according to their
best judgment.