8-K - Tripadvisor, Inc. | StockGist

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Tripadvisor, Inc. entered into a Cooperation Agreement with Starboard Value LP on March 22, 2026, expanding its Board from eight to ten directors by immediately appointing Dhiren R. Fonseca and Andrew F. Cates, and agreeing to include two additional Starboard-recommended nominees in its slate for the 2026 Annual Meeting. The Company also adopted Amended and Restated Bylaws permitting stockholder actions by written consent and special meetings, enhancing shareholder rights.

Key Takeaways

1Entered Cooperation Agreement with Starboard Value LP on March 22, 2026

2Board size increased from 8 to 10 directors; appointed Dhiren R. Fonseca (Compensation and Section 16 Committee) and Andrew F. Cates (Nominating and Corporate Governance Committee) effective March 22, 2026

3Starboard to recommend two additional director candidates (one independent, one potentially Starboard representative) for 2026 Annual Meeting slate

4Amended and Restated Bylaws effective March 22, 2026 permit stockholder action by written consent without notice and calling special meetings by stockholders with 25% ownership

5Starboard beneficially owns 10,774,996 common shares or 9.4% as of March 22, 2026

6Joint press release issued March 23, 2026 (Exhibit 99.1)

Current Report Details

Event Type

Management Change+4 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

are incorporated into this Item 5.02 by reference. On March 22, 2026, the Board appointed Dhiren Fonseca and Andrew F. Cates to the Board. Mr. Cates has been ap

Material Agreement

Source Document

5.02

. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The descrip

Management Change

5.03

. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective March 22, 2026, the Board approved and the Company is filing herewith as Ex

Charter Amendment

7.01

of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amen

Regulation Fd

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Amended and Restated Bylaws 10.1 Cooperation Agreement dated March 22, 2026. 9

Exhibits Only

Source Document

Executive & Director Changes

Dhiren R. Fonseca

Director, Compensation and Section 16 Committee

Appointed

Effective: 2026-03-22

Andrew F. Cates

Director, Nominating and Corporate Governance Committee

Appointed

Effective: 2026-03-22

Transaction Details

Material Agreement

Agreement: Cooperation Agreement
Parties: Tripadvisor, Inc., Starboard Value LP and certain of its affiliates

•Increase Board size from eight to ten
•Appoint Dhiren R. Fonseca and Andrew F. Cates as directors effective immediately with terms expiring at 2026 Annual Meeting
•Nominate New Appointees for election at 2026 Annual Meeting if willing
•Starboard may recommend two additional director candidates (one independent of Starboard, second either Starboard representative or independent) subject to committee approval for 2026 Annual Meeting slate
•Starboard agrees to vote shares in favor of Company nominees at 2026 Annual Meeting
•Standstill provisions through specified date related to 2027 Annual Meeting
•Commit to adopt bylaw amendments for written consent and special meetings
•Board size not to exceed ten post-2026 Annual Meeting without Starboard consent

Exhibits (4)

10.1

EX-10.1

3.1

EX-3.1

8-K

99.1

EX-99.1