Starboard Value targets TripAdvisor with board nominees for 2026

Starboard Value LP delivered a letter to TripAdvisor Inc. (NASDAQ: TRIP) announcing plans to nominate a majority slate of director candidates for election at the company's 2026 annual meeting of stockholders.

The investment firm, which holds approximately 10.8 million shares of TripAdvisor common stock as of February 16, 2026, sent the letter to Chairman Greg Maffei, Chief Executive Officer Matt Goldberg, and the board of directors. Starboard also copied Chief Financial Officer Mike Noonan on the correspondence.

In the letter, Starboard stated its belief that TripAdvisor should explore a sale of the company, either in one transaction or multiple transactions. The firm indicated that a reconstituted board is required to improve operational execution and execute on value creation opportunities.

Starboard intends to file a preliminary proxy statement and accompanying universal proxy card with the Securities and Exchange Commission to solicit votes for its director nominees at the 2026 annual meeting.

The participants in the proxy solicitation include multiple Starboard entities and funds. Starboard Value LP serves as investment manager for several funds that collectively own the TripAdvisor shares, including Starboard Value and Opportunity Master Fund Ltd, which directly owns 5.8 million shares.

Jeffrey C. Smith and Peter A. Feld are expected to be among the participants in the proxy solicitation as members of Starboard's management committees.

The proxy materials will be made available on the SEC's website once filed. Starboard described itself as an investment adviser that seeks to invest in undervalued companies and actively engage with management teams to unlock shareholder value.

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