Tripadvisor (NASDAQ: TRIP) investors elect board and ratify KPMG at 2026 meeting

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FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did Tripadvisor (TRIP) stockholders vote on at the June 29, 2026 annual meeting?

How many Tripadvisor (TRIP) shares were represented at the 2026 annual meeting?

Were Tripadvisor’s 2026 director nominees approved by stockholders?

Did Tripadvisor (TRIP) stockholders ratify KPMG as auditor for 2026?

What are broker non-votes in Tripadvisor’s 2026 annual meeting results?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Tripadvisor, Inc. reported results of its annual meeting of stockholders held on June 29, 2026. Stockholders present by proxy represented 89,378,900 shares of common stock, each entitled to one vote. Ten director nominees, including Laura Bisesto, Matthew Goldberg, and Robert S. Wiesenthal, were each elected to one-year terms based on the vote totals reported.

Stockholders also voted on the appointment of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026. This proposal received 87,665,400 votes for, 1,623,170 votes against, and 90,330 abstentions, and was ratified.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Shares represented: 89,378,900 shares Auditor ratification votes for: 87,665,400 votes Auditor ratification votes against: 1,623,170 votes +2 more

5 metrics

Shares represented 89,378,900 shares Common stock represented by proxy at June 29, 2026 annual meeting

Auditor ratification votes for 87,665,400 votes Votes for KPMG LLP as independent registered public accounting firm for 2026

Auditor ratification votes against 1,623,170 votes Votes against KPMG LLP appointment for year ending December 31, 2026

Auditor abstentions 90,330 votes Abstentions on KPMG LLP ratification proposal

Director votes for (example) 75,405,397 votes Votes for director nominee Laura Bisesto

Annual Meeting, inspector of elections, broker non-votes, independent registered public accounting firm

4 terms

Annual Meeting regulatory

"The annual meeting of stockholders of Tripadvisor, Inc., a Nevada corporation (the “Company”), was held on June 29, 2026"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

inspector of elections regulatory

"According to the inspector of elections, the stockholders present by proxy represented 89,378,900 shares"

An inspector of elections is an independent person or firm appointed to oversee and verify shareholder voting at corporate meetings, ensuring ballots and proxies are collected, validated and accurately counted. Like a neutral referee or scoreboard operator, they protect the integrity of votes that decide board members, mergers or other major actions, so investors can trust that outcomes reflect the true will of shareholders.

broker non-votes regulatory

"The number of abstentions and broker non-votes with respect to each proposal voted upon"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

Available on EDGAR 07/01/2026 - 04:06 PM Accepted by SEC EDGAR 07/01/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2026

TRIPADVISOR, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-35362

80-0743202

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

400 1st Avenue

Needham, MA 02494

(Address of Principal Executive Offices) (Zip Code)

(781) 800-5000

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TRIP	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of Tripadvisor, Inc., a Nevada corporation (the “Company”), was held on June 29, 2026 (the “Annual Meeting”). According to the inspector of elections, the stockholders present by proxy represented 89,378,900 shares of common stock, entitled to one vote per share. The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1—Election of Directors. The stockholders voted on the election of ten directors of the Company, each to serve 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. Stockholders voted as follows:


Nominee	For	Withheld	Broker Non-Votes
Laura Bisesto	75,405,397	442,813	13,530,690

Trynka Shineman Blake	71,740,675	4,107,535	13,530,690

Andrew F. Cates	75,442,302	405,908	13,530,690

Alex Dichter	75,198,312	649,898	13,530,690

Dhiren R. Fonseca	75,080,905	767,305	13,530,690

Matthew Goldberg	70,681,710	5,166,500	13,530,690

Betsy Morgan	69,659,711	6,188,499	13,530,690

Jeremy Philips	63,709,557	12,138,653	13,530,690

Carl Sparks	75,378,060	470,150	13,530,690

Robert S. Wiesenthal	69,631,988	6,216,222	13,530,690

Accordingly, the foregoing nominees were elected to the Company’s board of directors.

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders voted on the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The stockholders voted as follows:


For	Against	Abstain	Broker Non-Votes
87,665,400	1,623,170	90,330	0

Accordingly, the appointment of the independent registered public accounting firm was ratified.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Stockholders voted on electing ten directors and ratifying KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026. All director nominees were elected and KPMG’s appointment was ratified.

A total of 89,378,900 Tripadvisor common shares were represented by proxy at the June 29, 2026 annual meeting. Each share was entitled to one vote on the proposals presented.

Yes. All ten director nominees, including Laura Bisesto, Trynka Shineman Blake, and Matthew Goldberg, received more votes “for” than “withheld” and were elected to one-year terms on the board.

Yes. The proposal to ratify KPMG LLP as Tripadvisor’s independent registered public accounting firm for the year ending December 31, 2026 received 87,665,400 votes for, 1,623,170 against, and 90,330 abstentions.

Broker non-votes occur when brokers hold shares in street name and do not receive voting instructions on certain proposals. In the director elections, broker non-votes were reported separately from votes for and withheld.

TRIPADVISOR, INC.

Date: July 1, 2026

/S/ Linda C. Frazier

Linda C. Frazier

Chief Compliance Officer

3 documents