Business
Tripadvisor and Starboard Value Enter into Cooperation Agreement
Two Independent Directors Appointed to the Board ImmediatelyTwo Additional Directors to Join the Board at the 2026 Annual MeetingNEEDHAM, Mass., March 23,
About this update from Tripadvisor, Inc.
[{"type":"text","content":"Two Independent Directors Appointed to the Board ImmediatelyTwo Additional Directors to Join the Board at the 2026 Annual MeetingNEEDHAM, Mass., March 23, 2026 /PRNewswire/ -- Tripadvisor, Inc. (NASDAQ: TRIP) today announced that it has entered into a cooperation agreement with Starboard Value LP (\"Starboard\") under which four new directors will be joining Tripadvisor's Board of Directors (the \"Board\") to support the Company's value creation efforts.\nPursuant to the cooperation agreement, Dhiren Fonseca and Andrew F. Cates have been appointed to the Board, effective immediately. Starboard will recommend two additional directors for election at Tripadvisor's 2026 Annual Meeting of Stockholders.Greg Maffei, Chairman of Tripadvisor, said, \"We are pleased to have reached a constructive resolution with Starboard and to welcome Dhiren and Andy to the Board. Their perspectives and experience will be valuable as we continue executing our strategy. We are grateful for Starboard's engagement throughout this process and look forward to working together as we focus on driving long-term value for shareholders.\"Jeff Smith, Managing Member, Chief Executive Officer, and Chief Investment Officer of Starboard, said, \"We invested in Tripadvisor based on our view that the Company has a tremendous opportunity as a global leader in online travel with an unparalleled brand, strong user loyalty, and three market-leading businesses. We appreciate the collaborative approach taken by Tripadvisor's Board and management team, and we believe Dhiren and Andy, along with the two directors joining the Board at the Annual Meeting, will be great additions to the Board. Dhiren and Andy bring valuable experience and fresh perspectives that will help Tripadvisor's Board oversee the Company's strategy with a clear focus on creating shareholder value.\"With the appointments of Mr. Fonseca and Mr. Cates, the Board will expand from eight to ten directors and will remain at ten directors following the 2026 Annual Meeting. In connection with the cooperation agreement, Starboard will not nominate a slate of director candidates and will vote all its shares in favor of each of Tripadvisor's Board nominees at the 2026 Annual Meeting. Starboard has also agreed to customary standstill, voting and other provisions. A full copy of the cooperation agreement will be filed b...