Edgar Filing: TripAdvisor, Inc.

DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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¨ PreliminaryProxy Statement		¨ Confidential,for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ DefinitiveProxy Statement
þ DefinitiveAdditional Materials
¨ SolicitingMaterial Under Rule 14a-12

TRIPADVISOR, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 26, 2012.

TRIPADVISOR, INC.

TRIPADVISOR, INC.

141 NEEDHAM STREET

NEWTON, MA 02464


		Meeting Information
		Meeting Type: Annual Meeting
		For holders as of: April 27, 2012
		Date: June 26, 2012 Time: 12:00 PM
		Location: 555 West 18th Street
		New York, NY 10011
		You are receiving this communication because you hold shares in the above named company.
		This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
		We encourage you to access and review all of the important information contained in the proxy materials before voting.
		See the reverse side of this notice to obtain proxy materials and voting instructions.


		— Before You Vote —
		How to Access the Proxy Materials
		Proxy Materials Available to VIEW or RECEIVE: COMBINED DOCUMENT How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL: sendmaterial@proxyvote.com If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 12, 2012 to facilitate timely delivery.
		— How To Vote —
		Please Choose One of the Following Voting Methods
		Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


		Voting Items
		The Board of Directors recommends you vote FOR the following:
		1. Election of Directors 01) Barry Diller 02) Stephen Kaufer 03) William R. Fitzgerald 04) Victor A. Kaufman 05) Dara Khosrowshahi		06) Jonathan F. Miller 07) Jeremy Philips 08) Sukhinder Singh Cassidy 09) Robert S. Wiesenthal 10) Michael P. Zeisser
		Each to serve for a one-year term from the date of his of her election and until such director’s successor is elected or until such director’s earlier resignation or removal.
		The Board of Directors recommends you vote FOR proposals 2 and 3:
		2. To ratify the appointment of Ernst & Young LLP as TripAdvisor’s independent registered public accounting for 2012.
		3. To approve, on an advisory basis, the compensation of TripAdvisor’s named executive officers as disclosed in this Proxy Statement.
		The Board of Directors recommends you vote 3 YEARS on the following proposal:
		4. To approve, on an advisory basis, the frequency of future advisory resolutions to approve the compensation of TripAdvisor’s named executive officers.
		Note: The proposals to be voted on may also include such other business as may properly come before the meeting or any adjournment thereof.

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