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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.
 
EXPEDIA GROUP, INC.
By: /s/ Robert J. Dzielak
Robert J. Dzielak
Chief Legal Officer and Secretary
Dated: June 11, 2021


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