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
Entered Cooperation Agreement with Starboard Value LP on March 22, 2026
Board 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
Starboard to recommend two additional director candidates (one independent, one potentially Starboard representative) for 2026 Annual Meeting slate
Amended and Restated Bylaws effective March 22, 2026 permit stockholder action by written consent without notice and calling special meetings by stockholders with 25% ownership
Starboard beneficially owns 10,774,996 common shares or 9.4% as of March 22, 2026
Joint press release issued March 23, 2026 (Exhibit 99.1)