USA | Tripadvisor and Starboard Value have entered into a cooperation agreement, with four new appointments joining the partnership.
Tripadvisor, Inc. has announced that it has entered into a cooperation agreement with Starboard Value LP 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 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."
"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,” said Jeff Smith, Managing Member, Chief Executive Officer, and Chief Investment Officer of Starboard.
“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 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 favour of each of Tripadvisor's Board nominees at the 2026 Annual Meeting. Starboard has also agreed to customary standstill, voting and other provisions.
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