Barington Pressures BILL Holdings, Inc (BILL) to Cut Costs and Weigh a Potential Sale

Market Cap: $5 billion | BILL Holdings, Inc. provides financial operations platform for small and midsize businesses worldwide. 

Barington Capital Group

On December 4, 2025, Barington told BILL’s lead independent director that despite strong fundamentals, shareholders have faced years of underperformance, slowing monetization, rising competition, and a steep valuation decline. With no history of GAAP operating profits, Barington urges the refreshed board to cut costs and explore strategic alternatives, including a potential sale, given far higher private-market valuations for peers. Source

Starboard

On September 4, 2025, Starboard (8.5%) stated that it intends to nominate a slate of directors at the 2025 annual meeting and continue engaging with management and the board on value creation, representation, and governance. Source

On September 5, 2025, Starboard nominated Liat Ben-Zur, Nancy Disman, Peter A. Feld, and Frank T. Young for election to the board at the 2025 annual meeting. Source

On October 15, 2025, Starboard Value LP entered into an agreement with the company to settle board composition and governance matters. Under the agreement, director Stephen Fisher resigned, and the board expanded from 12 to 13 members with the appointment of Peter Feld and Lee Kirkpatrick as Class II directors through 2027. The company also agreed to nominate Beth Johnson and Natalie Derse as Class III directors for election at the 2025 annual meeting and assign committee roles to all four Starboard-backed nominees. During the standstill period, the board cannot exceed 13 members without Starboard’s consent. If Feld or Derse leave before the standstill ends and Starboard maintains at least a 3% stake, Starboard can recommend replacements. In return, Starboard agreed to support all board nominees and company proposals at the 2025 meeting, with limited exceptions, and accepted customary standstill restrictions through early 2026, including refraining from proxy contests, director nominations, or other activist actions.