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Tripadvisor, Inc. announced that Chief Legal Officer and Secretary Seth Kalvert will leave his role effective May 1, 2026. His departure will be treated as a Qualifying Termination under the company’s Amended and Restated Executive Severance Plan. The company states his exit is not due to any disagreement over operations, policies, or practices, and notes he may continue in an advisory capacity for a transition period under mutually agreed terms.
CATES ANDREW F. reported acquisition or exercise transactions in this Form 4 filing.
TripAdvisor, Inc. director Andrew F. Cates reported receiving a grant of 5,935 shares of common stock in the form of restricted stock units. The award was granted in connection with his appointment to the Board and will vest in full on June 18, 2026. After this compensation-related grant, he holds 15,886 common shares directly.
TripAdvisor, Inc. director Andrew F. Cates filed an initial ownership report showing he directly holds 9,951 shares of the company’s common stock. This Form 3 filing records his existing stake as an insider and does not reflect any new buy or sell transaction.
TripAdvisor Inc: The Vanguard Group filed an amended Schedule 13G/A reporting 0 shares of TripAdvisor common stock and 0% ownership. The filing explains an internal realignment effective January 12, 2026 that disaggregated certain subsidiaries' holdings in reliance on SEC Release No. 34-39538. The statement is signed by Ashley Grim on March 27, 2026.
Fonseca Dhiren R. reported acquisition or exercise transactions in this Form 4 filing.
Tripadvisor, Inc. director Dhiren R. Fonseca reported an equity grant of 5,935 shares of Common Stock in the form of Restricted Stock Units (RSUs). The award was granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with his appointment to the Board on March 22, 2026. These RSUs vest in full on June 18, 2026, and following the grant he holds 21,612 shares of Common Stock directly.
TripAdvisor, Inc. director Dhiren R. Fonseca filed an initial ownership report showing his beneficial holdings in the company. The filing lists direct ownership of 15,677 shares of Common Stock following the reported holdings entry, providing a baseline view of his equity position.
Starboard Value and its affiliates report a 9.4% beneficial stake in TripAdvisor, Inc., totaling 10,774,996 common shares. This Schedule 13D amendment details a governance agreement between Starboard and TripAdvisor focused on Board composition and future stockholder actions.
On March 22, 2026, TripAdvisor agreed to expand its Board from eight to ten directors and appoint Andrew F. Cates and Dhiren R. Fonseca as new independent directors, with terms running through the 2026 annual meeting. The company will include them in its recommended slate and support their election. Starboard may also recommend two additional director candidates for inclusion in the 2026 slate, subject to specified independence and qualification criteria.
The agreement commits TripAdvisor to nominate only ten directors at the 2026 meeting, ensures two incumbents will not stand for re‑election, and limits Board size to ten during a defined standstill period. TripAdvisor will place the new directors on key committees and amend its bylaws to allow stockholders to act by written consent and call special meetings. In return, Starboard agrees to extensive voting and standstill provisions through the standstill period, including supporting the company’s Board nominees and other proposals at the 2026 annual meeting, with limited exceptions tied to proxy advisor recommendations and extraordinary transactions. If Starboard maintains at least 3.0% of TripAdvisor’s outstanding shares or 3,442,656 shares, it can propose replacements if any new director departs before the standstill expires.
Tripadvisor, Inc. entered into a cooperation agreement with activist investor Starboard Value LP that reshapes its board and shareholder rights. The company will expand its Board of Directors from eight to ten members and has appointed Dhiren R. Fonseca and Andrew F. Cates as directors effective immediately, with plans to nominate them for election at the 2026 annual meeting.
Starboard will recommend two additional director candidates for election at the 2026 annual meeting, and in return has agreed to vote its shares for Tripadvisor’s slate and to observe customary standstill and voting commitments through a defined standstill period. Tripadvisor also adopted amended and restated bylaws to allow stockholder action by written consent and to permit stockholders to cause the company to call special meetings, enhancing shareholder participation in corporate decisions.
Tripadvisor, Inc. reported that Board Chair Greg B. Maffei and director Albert E. Rosenthaler have notified the company that they will not stand for re-election at the 2026 Annual Meeting of Shareholders. Both directors are effectively retiring from the Board at the end of their current terms.
The company states that their decisions are not due to any disagreement with Tripadvisor regarding operations, policies, or practices. The Board and the company expressed appreciation for their insights, perspectives, and commitment during their service.
Goldberg Matt reported acquisition or exercise transactions in this Form 4 filing.
TripAdvisor, Inc. reported that CEO and President Matt Goldberg received two equity awards in the form of restricted stock units tied to the company’s common stock. One award covers 202,169 time-based RSUs that begin vesting with 25% on February 15, 2027, with 6.25% vesting quarterly thereafter until fully vested on February 15, 2030. The second award covers 202,169 performance-based RSUs, where the actual number of units that vest will depend on performance against metrics set by the Compensation Committee for the period ending December 31, 2027. Any earned performance units are scheduled to vest and settle 50% on or about December 31, 2027 and the remaining 50% on December 31, 2028. Both awards are coded as grants, reflecting compensation rather than open-market purchases or sales.