TRIP News & Events

Tripadvisor issued the following statement regarding the announcement by Starboard Value that it intends to nominate a slate of director candidates for election to the Tripadvisor Board of Directors at its 2026 Annual Meeting of Stockholders. The company said, "Tripadvisor's Board and management team regularly engage with investors and welcome constructive input that furthers the common goal of enhancing value for all shareholders. To this end, members of Tripadvisor's Board and management team have held numerous discussions with Starboard to listen to their views. Management and the Board are focused on pursuing all avenues to drive value for shareholders. In November 2025, the Company realigned its operating model around its leadership position in Experiences and committed to the simplification of its legacy business, including by announcing a significant cost reduction program. The Company has also been transparent about its willingness to drive value through the review of its portfolio including in its third quarter 2025 and fourth quarter 2025 earnings. On February 12, 2026, the Company announced a process to explore monetization of TheFork. Tripadvisor's Board and management team are committed to acting in the best interests of the Company and all its shareholders. Tripadvisor will continue to take actions it believes will drive sustainable value as it executes its strategic priorities and further positions the Company for long-term growth."

Starboard Value LP, a significant stockholder of Tripadvisor announced that it has delivered a letter to Greg Maffei, Tripadvisor's chairman of the board of directors, Matt Goldberg, the company's CEO, and the board of directors, with a copy to Mike Noonan, the company's CFO. The letter said, "Starboard Value LP is a large shareholder of Tripadvisor, Inc. with a greater than 9.0% ownership stake. We invested in the Company based on our view that Tripadvisor is a global leader in online travel with an unparalleled brand, strong user loyalty, unique data and content, and market-leading assets in Brand Tripadvisor, Viator, and TheFork. We appreciate the time that management and the Board of Directors have spent with us over the past several months. We continue to believe there is a significant opportunity to unlock value at Tripadvisor. However, we are frustrated by the Company's lack of urgency in taking action to address this value creation opportunity. Since publicly disclosing our investment in July 2025, we have had numerous conversations with different members of management and the Board, as well as the Company's advisors. These conversations have all been extremely cordial and friendly. We have had the best of intentions and the highest of hopes. Unfortunately, as the saying goes, talk is cheap, and Tripadvisor has only been willing to talk, rather than commit to meaningful change. In recent months, we have invested significant time with Tripadvisor's leadership team reviewing the Company's approach to Generative AI. Through multiple meetings with senior leaders, we reviewed the Company's product roadmap and AI initiatives, provided detailed feedback, and emphasized the criticality of moving quickly and decisively as AI changes consumer behavior and the competitive landscape. We have repeatedly communicated that the status quo pace of change is unacceptable in an environment where speed matters and where incumbents are at risk of being disintermediated. We have also expressed our belief that meaningful governance improvements, including Board refreshment, are warranted given the Company's material underperformance, as well as its transition from a controlled company to a non-controlled company..."

Activist investor Starboard Value is planning to push for a shake-up of Tripadvisor's board, preparing to nominate a majority slate on the company's eight-person board, Ben Glickman of The Wall Street Journal reports, citing people familiar with the matter. Starboard currently holds a more than 9% stake in Tripadvisor, sources added.