8-K
Expedia Group, Inc. (EXPE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 9, 2021
EXPEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37429 | 20-2705720 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
1111 Expedia Group Way W.
Seattle, Washington 98119
(Address of principal executive offices) (Zip code)
(206) 481-7200
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | |||
|---|---|---|---|---|---|
| Common stock, $0.0001 par value | EXPE | The Nasdaq Global Select Market | |||
| Expedia Group, Inc. 2.500% Senior Notes due 2022 | EXPE22 | New York Stock Exchange | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
| --- | --- | ||||
| Emerging growth company | ☐ | ||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2021, Expedia Group, Inc. (“Expedia Group” or, the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 122,047,530 shares of the Company’s common stock (entitled to one vote per share) and 5,523,452 shares of the Company’s Class B common stock (entitled to ten votes per share) were represented and voted on each proposal presented as follows:
Proposal 1 – Election of Directors. The stockholders elected twelve directors of the Company, four of whom were elected by holders of common stock only (“Common Stock Nominees”), and eight of whom were elected by holders of common stock and Class B common stock voting together as a single class (“Combined Stock Nominees”), each to hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board). Stockholders voted as follows:
| For | Withheld | Broker Non-Votes | |
|---|---|---|---|
| Common Stock Nominees | |||
| Beverly Anderson | 110,954,727 | 412,781 | 10,680,022 |
| Craig Jacobson | 57,297,139 | 54,070,369 | 10,680,022 |
| Patricia Menendez Cambo | 110,971,399 | 396,109 | 10,680,022 |
| Julie Whalen | 110,252,907 | 1,114,601 | 10,680,022 |
| Combined Stock Nominees | |||
| Barry Diller | 157,887,672 | 8,714,356 | 10,680,022 |
| Peter M. Kern | 163,007,124 | 3,594,904 | 10,680,022 |
| Samuel Altman | 165,890,700 | 711,328 | 10,680,022 |
| Susan C. Athey | 165,178,293 | 1,423,735 | 10,680,022 |
| Chelsea Clinton | 128,064,300 | 38,537,728 | 10,680,022 |
| Dara Khosrowshahi | 159,181,386 | 7,420,642 | 10,680,022 |
| Greg Mondre | 165,651,584 | 950,444 | 10,680,022 |
| Alexander von Furstenberg | 161,545,872 | 5,056,156 | 10,680,022 |
Proposal 2 – Approval of the Expedia Group, Inc. 2013 Employee Stock Purchase Plan, as Amended and Restated and the Expedia Group, Inc. 2013 International Employee Stock Purchase Plan, as Amended and Restated. The stockholders approved the Expedia Group, Inc. 2013 Employee Stock Purchase Plan, as Amended and Restated and the Expedia Group, Inc. 2013 International Employee Stock Purchase Plan, as Amended and Restated, including an amendment to increase the number of shares of Expedia Group common stock authorized for issuance thereunder by 1,000,000. Stockholders voted as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 166,172,402 | 332,025 | 97,601 | 10,680,022 |
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for the year ending December 31, 2021. Stockholders voted as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 176,183,746 | 1,046,245 | 52,059 | — |
Proposal 4 – Stockholder Proposal - Reporting Political Contributions and Expenditures. The stockholders rejected a proposal seeking a report on political contributions and expenditures. Stockholders voted as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 61,269,188 | 104,984,897 | 347,943 | 10,680,022 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXPEDIA GROUP, INC. | |
|---|---|
| By: | /s/ Robert J. Dzielak |
| Robert J. Dzielak | |
| Chief Legal Officer and Secretary |
Dated: June 11, 2021