Current Report Filing (8-k)

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
of incorporation)

(Commission
File Number)

(I.R.S. Employer
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.