(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 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.