Activist investor Starboard Value LP delivered a letter to Tripadvisor,= on Feb. 17, 2026, stating it intends to nominate a majority slate of directors at Tripadvisor’s 2026 annual meeting and to file preliminary proxy materials, including a white universal proxy card, to solicit votes for its nominees. The move follows Starboard’s accumulation of a stake in Tripadvisor and comes after a period of declining share price and recent board-management engagement with the activist, the company said.
Key insights
- Starboard has built a stake of just over 9% in Tripadvisor and is preparing to nominate a majority slate for the company’s eight-member board at the 2026 annual meeting, according to Starboard’s letter and media reporting.
- Starboard has informed Tripadvisor it intends to file a preliminary proxy statement and use a white universal proxy card to solicit votes for its director slate.
- Starboard has urged that Tripadvisor consider strategic alternatives, including reviewing the possible sale of its restaurant-booking business, TheFork; Starboard has also criticized Tripadvisor’s recent operational performance, according to reports.
- Tripadvisor’s board and management said they have engaged in multiple discussions with Starboard and affirmed their focus on driving shareholder value, according to a company statement.
- Tripadvisor’s market value has fallen to roughly $1.1 billion amid a sharp drop in its share price over the past year, a decline that Starboard cited in its outreach.
Starboard’s communication and planned filings
Starboard’s letter, filed and distributed publicly, states the firm “intends to file a preliminary proxy statement and accompanying white universal proxy card” to be used in soliciting votes for its slate of director nominees at Tripadvisor’s 2026 annual meeting. The filing language indicates Starboard is preparing for a formal proxy solicitation process under U.S. securities rules.
Media coverage, including reporting that preceded the letter’s wider circulation, said Starboard aims to nominate a majority of the eight directors on Tripadvisor’s board. Those reports cited the activist’s view that Tripadvisor’s governance and strategic direction require change after the company’s recent financial and market performance. The Wall Street Journal first reported Starboard’s intention and subsequent accounts by wire services and business outlets echoed the same planned approach.
Tripadvisor response and engagement
In a statement issued, Tripadvisor said its board and management have held multiple discussions with Starboard and reiterated their commitment to pursuing actions intended to drive shareholder value. The company noted it has been transparent about reviewing its portfolio and strategic options in recent public calls and that it will act in the interests of the company and all shareholders. Tripadvisor’s statement did not commit to any specific transaction or governance change.
Company disclosures and the press statement did not identify any agreement between the parties on board composition, nor did they confirm a timetable for any vote or specific nominations from Starboard. Tripadvisor said it will continue evaluating strategic options and engaging with shareholders, without announcing any definitive decisions in the public statement.
Strategic issues raised by Starboard
According to public reports and Starboard’s communications, the activist has urged Tripadvisor to examine strategic alternatives, including a review of TheFork, the company’s restaurant reservation marketplace, and broader options that could include a sale of assets or the company. Starboard’s outreach followed periods of disappointing earnings and material declines in Tripadvisor’s stock price, which the activist cited in making its case for a governance change.
Starboard’s previous disclosure of a stake in Tripadvisor occurred in mid-2025 when the firm revealed a roughly 9% holding and described Tripadvisor as undervalued; the current outreach and filing preparations represent a further escalation from a passive stake disclosure to an active proxy campaign.
Governance and procedural steps ahead
Starboard’s stated intent to file a preliminary proxy statement and use a white universal proxy card signals a planned proxy solicitation under the proxy rules administered by the U.S. Securities and Exchange Commission. A white universal proxy card allows shareholders to mix and match director choices from competing slates during a contested election. Starboard’s filings and any subsequent amendments will be publicly available through the SEC and company disclosure channels as they are submitted.
Tripadvisor’s formal response to any SEC filings, Starboard’s definitive proxy materials, or the company’s own slate if and when disclosed will be reflected in subsequent regulatory filings and press releases from both parties. At present, public disclosures note engagement and outreach but do not record completed agreements or resolved nominations.
Background on recent performance context
Tripadvisor’s share price has fallen significantly over the past year and the company’s market capitalization was reported at roughly $1.1 billion in recent coverage, a decline Starboard cited in public reporting as part of its rationale for seeking board change. The company’s most recent quarterly results and investor commentary were noted by both Starboard and media outlets as the proximate context for the activist’s escalation.
Starboard’s engagement with Tripadvisor follows the activist investor’s broader approach in prior campaigns, in which it has sought board representation and strategic changes at portfolio companies.
Current status
Starboard has publicly indicated its intention to commence a proxy contest by filing preliminary proxy materials and using a white universal proxy card to seek the election of a majority slate at Tripadvisor’s 2026 annual meeting, while Tripadvisor has confirmed it is engaged in discussions with the activist and reiterated its focus on shareholder value. No election results, finalized director nominations from Starboard, or binding agreements regarding strategic transactions had been disclosed in company filings or press releases at the time of this report.
