TripAdvisor, Starboard Value enter cooperation agreement

Tripadvisor (TRIP) announced that it has entered into a cooperation agreement with Starboard Value under which four new directors will be joining Tripadvisor’s Board of Directors to support the company’s value creation efforts. Pursuant to the cooperation agreement, Dhiren Fonseca and Andrew 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.” With the appointments of Fonseca and 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.