Starboard Stake in Tripadvisor Sparks Board Fight
Starboard stake in Tripadvisor signals a board fight after a near-double-digit holding and plans to nominate a majority slate, stoking sale speculation.
KEY TAKEAWAYS
- Starboard disclosed roughly a 9-10% stake and plans to nominate a majority slate for the eight-member board.
- Starboard urged the board to explore a sale after criticizing what it called prolonged underperformance.
- Q4 2025 EPS was $0.04 versus $0.17 expected, underscoring the governance challenge.
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Starboard Value disclosed a roughly 9–10% stake in Tripadvisor (TRIP) on Feb. 17, 2026, revealing ownership of about 10.77 million shares. The activist investor delivered a letter saying it would seek to replace most of the company’s board and press management to explore a sale.
Starboard Seeks Board Control and Sale Process
In its letter to Tripadvisor leadership, Starboard Value LP said it intends to nominate a majority slate for the company’s eight-member board at the 2026 annual meeting and has filed an intent to solicit votes for its nominees. The letter criticized Chairman Greg Maffei, CEO Matt Goldberg, and other directors for what it called "prolonged underperformance." Starboard urged the board to explore a sale in one or multiple transactions, arguing that a reconstituted board should instill urgency and improve operational execution to create shareholder value.
Tripadvisor Responds, Citing Strategic Initiatives
Tripadvisor said in a press release at 10:39 a.m. ET on Feb. 17, 2026, that its board and management regularly engage with investors and welcome constructive input aimed at enhancing shareholder value. The company highlighted initiatives announced or underway over the past year, including a November 2025 realignment around its Experiences segment, an ongoing cost-reduction program, and a portfolio review discussed in its third- and fourth-quarter 2025 earnings. It also noted a process to monetize TheFork announced on Feb. 12, 2026.
The company reported fourth-quarter 2025 earnings per share of $0.04, missing the $0.17 expected by about 76%, and revenue of $411 million, slightly below the $412.33 million forecast. These results preceded Starboard’s letter and frame the context for its governance push. Tripadvisor said management and the board remain focused on pursuing all avenues to drive shareholder value as they advance their strategic initiatives.
The combination of Starboard’s bid to reconstitute the board and Tripadvisor’s recent earnings shortfall sets up a board fight, placing governance and potential-sale options at the forefront for shareholders ahead of the 2026 annual meeting.
