---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-118642"
form_type: "8-K"
ticker: "TRIP"
cik: "0001526520"
company_name: "TripAdvisor, Inc."
filed_at: "2026-03-23T23:59:59+00:00"
generated_at: "2026-05-15T09:21:44.645434+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Tripadvisor appoints Dhiren Fonseca and Andrew Cates to board; Starboard to add two more

## Summary
- Board expands from 8 to 10; Dhiren Fonseca and Andrew Cates appointed immediately.
- Under deal, Starboard will recommend two additional director candidates for the 2026 Annual Meeting.
- Bylaws amended to allow stockholder action by written consent and to permit stockholders to call special meetings.
- Starboard agrees to standstill through 2027 annual meeting, supports company's board slate, and votes with Board.
- If Starboard chooses, it may recommend Jeffrey Smith or Ajay Sundar as the second additional director nominee.

## SEC filing metadata
- accession: 0001193125-26-118642
- form_type: 8-K
- ticker: TRIP
- cik: 0001526520
- company_name: TripAdvisor, Inc.
- filed_at: 2026-03-23T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1526520/000119312526118642/0001193125-26-118642-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1526520/000119312526118642/d94640d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-118642
- JSON: https://secwatch.observer/filing/0001193125-26-118642.json
- Plain text: https://secwatch.observer/filing/0001193125-26-118642.txt

## Source-grounded claims
- claim_id: 90d90bb51fff23ff12572dd62d1ddd2fb95b7e50
  claim: TripAdvisor, Inc.: Amended and Restated Bylaws effective March 22, 2026, permitting stockholder action by written consent and adding provisions for stockholders to call special meetings (effective 2026-03-22).
  evidence_excerpt: Effective March 22, 2026, the Board approved and the Company is filing herewith as Exhibit 3.01 Amended and Restated Bylaws (the “ A&R Bylaws ”), which supersede and replace the Company’s existing bylaws in their entirety effective as of such date. The A&R Bylaws were amended to, among other things, (i) permit stockholder action by written consent and provide that any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted, and (ii) add provisions that permit stockholders to cause the Company to call a special meeting of stockholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1526520/000119312526118642/0001193125-26-118642-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.