TripAdvisor 2014 Annual Report Download - page 126

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PROPOSAL 1:
ELECTION OF DIRECTORS
Nominees
Our Board of Directors currently consists of nine members. Pursuant to the terms of TripAdvisor’s bylaws, each director serves
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. The Board of Directors has nominated the following directors and recommends that each be elected to serve a
one-year term and until such director’s successor shall have been duly elected and qualified or until such director’s earlier resignation
or removal:
Gregory B. Maffei
Stephen Kaufer
Jonathan F. Miller
Dipchand (Deep) Nishar
Jeremy Philips
Spencer M. Rascoff
Christopher W. Shean
Sukhinder Singh Cassidy
Robert S. Wiesenthal
TripAdvisor’s restated certificate of incorporation provides that the holders of TripAdvisor common stock, acting as a single
class, are entitled to elect a number of directors equal to 25% of the total number of directors, rounded up to the next whole number,
which is currently three directors. The Board has designated Messrs. Miller, Philips and Wiesenthal as nominees for the positions on
the Board to be elected by the holders of TripAdvisor common stock voting as a separate class.
Pursuant to the Governance Agreement, LTRIP has the right to nominate up to a number of directors equal to 20% of the total
number of the directors on the Board of Directors (rounded up to the next whole number if the number of directors on the Board of
Directors is not an even multiple of five) for election to the Board of Directors and has certain other rights regarding committee
participation, so long as certain stock ownership requirements applicable to LTRIP are satisfied. LTRIP has designated Messrs.
Maffei and Shean as its nominees to the Board of Directors.
Although management does not anticipate that any of the nominees named above will be unable or unwilling to stand for
election, in the event of such an occurrence, proxies may be voted for a substitute nominee designated by the Board of Directors.
Required Vote
Election of Ms. Singh Cassidy and Messrs. Maffei, Kaufer, Nishar, Rascoff and Shean as directors requires the affirmative vote
of a plurality of the total number of votes cast by the holders of shares of TripAdvisor common stock and Class B common stock,
present in person or represented by proxy, voting together as a single class.
Election of Messrs. Miller, Philips and Wiesenthal as directors requires the affirmative vote of a plurality of the total number of
votes cast by the holders of shares of TripAdvisor common stock, present in person or represented by proxy, voting together as a
separate class.
Valid proxies received pursuant to this solicitation will be voted in the manner specified. Where no specification is made, it is
intended that the proxies received from stockholders will be voted FOR the election of the director nominees identified. For the
election of the directors, abstentions and broker non-votes will have no effect because approval by a certain percentage of voting stock
present or outstanding is not required.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF
THE NOMINEES FOR DIRECTOR NAMED ABOVE.