Tripadvisor Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten directors named in the proxy statement, each to serve a one-year term until their successor is elected or earlier resignation or removal.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as Tripadvisor’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Other Business

   Management

   Consider and act upon any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

   More detail

   This proposal is a catch-all, procedural item permitting the meeting to consider any additional matters properly presented at the Annual Meeting that are not specifically listed in the notice. It does not propose a specific substantive action and, accordingly, the Board does not provide a directional voting recommendation; proxies are authorized to vote on such items in their discretion. The proxy statement states the Board does not presently intend to bring any other business and has no knowledge of additional matters to be presented, which suggests limited likelihood of substantive surprises. However, the inclusion of this item preserves the procedural flexibility to address unforeseen or time-sensitive motions, ministerial items, or other proposals that might arise at the meeting. From a governance perspective, such catch-all items can enable stockholder proposals or routine procedural motions to be handled without ad hoc supplemental solicitations, but they also create a mechanism by which matters not disclosed in the proxy materials could be presented. Institutional investors typically watch for any unscheduled proposals or contestable items introduced under this language; in contested situations, advance disclosure and timing can affect shareholders’ ability to evaluate proposals. Because proxies have discretion, shareholders who wish to influence potential unexpected items should consider providing specific voting instructions or attending the virtual meeting to vote in real time. Given the Board’s stated position and the standard procedural nature of this item, it is unlikely to materially affect strategic governance outcomes for this meeting, but it remains relevant as a procedural safeguard. There is no substantive text beyond the short resolution language, and no proponent statement or management opposition beyond the Board’s general statement that it does not intend to bring other business.

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When is the Tripadvisor Inc 2026 annual meeting?

Tripadvisor Inc (TRIP) holds its 2026 annual shareholder meeting on Monday, June 29, 2026.

What is the record date for the Tripadvisor Inc 2026 meeting?

The record date for the Tripadvisor Inc 2026 meeting is Thursday, April 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Tripadvisor Inc's 2026 meeting?

The board is presenting 10 director nominees at the Tripadvisor Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Tripadvisor Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Tripadvisor Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.