(Address of principal executive offices) (Zip code)
(i206)
i481-7200
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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
stock, $0.0001 par value
iEXPE
iThe Nasdaq Global Select Market
iExpedia
Group, Inc. 2.500% Senior Notes due 2022
iEXPE22
iNew 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
i☐
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
See disclosure
below in Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2021, the Board of Directors (the “Board”) of Expedia Group, Inc. (the, “Company”), including directors elected by holders of the
Company’s common stock voting as a single class, elected Patricia Menendez-Cambo to fill the vacancy created by A. George Skip Battle’s previously-reported resignation from the Board on January 8, 2021. The Board also appointed Ms. Menendez-Cambo to serve as a member of the Company’s Audit Committee.
Ms. Menendez-Cambo has served as Deputy General Counsel of SoftBank Group International and General Counsel of the SoftBank Latin America Fund since May 1, 2019 and General Counsel of the SoftBank Opportunity Fund since July 2020. Prior to joining SoftBank, Ms. Menendez-Cambo served in various leadership roles at the law firm of Greenberg Traurig, LLP, including as Vice Chair and as a member of the firm's Executive
Committee. Ms. Menendez-Cambo holds a J.D. degree from the University of Pennsylvania Carey Law School and a B.B.A (Bachelor of Business Administration) degree from the University of Miami.
In connection with her election and appointment, the Board determined that Ms. Menendez-Cambo (i) is an “independent director” as contemplated by Section 5605(a)(2) of the Nasdaq Marketplace Rules, (ii) meets the requirements for audit committee service pursuant to Nasdaq Marketplace Rule 5605(c)(2)(A), and (iii) is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K. Ms. Menendez-Cambo’s initial term will expire at the Company’s 2021 annual meeting of stockholders or her earlier resignation or removal. As of the date of this Current Report on Form 8-K, neither Ms. Menendez-Cambo
nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Rule 404(a) of Regulation S-K, nor is Ms. Menendez-Cambo party to any understanding or arrangement pursuant to which she was appointed as a director.
Ms. Menendez-Cambo will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s proxy statement filed on May 7, 2020.
On April 6, 2021, the
Company notified Nasdaq of the addition of Ms. Menendez-Cambo's appointment to the Audit Committee of the Board and Nasdaq in turn notified the Company that it was in compliance with Nasdaq Marketplace Rule 5605(c)(2), which requires the Company to have an audit committee composed of at least three independent directors.
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.
