SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) December 5, 2017
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
333 108th Avenue NE
Bellevue, Washington 98004
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code
(Former name or former address if changed since last report)
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Emerging growth company ☐
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 5, 2017, Courtnee Chun was elected to the Board of Directors (the “Board”) of Expedia, Inc. (“Expedia”), succeeding Dr. John C. Malone, who tendered his resignation as a member of the Board to be effective immediately prior to the election of a Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”) designee to fill the vacancy created by his resignation.
Pursuant to an Amended and Restated Governance Agreement, by and among Expedia, Liberty Interactive Corporation and Mr. Barry Diller, dated as of December 20, 2011, which was assigned to Liberty Expedia Holdings on November 4, 2016, Liberty Expedia Holdings, a stockholder of Expedia, currently has the contractual right to nominate three directors for election to the Board, so long as certain stock ownership requirements are satisfied. Liberty Expedia Holdings designated Ms. Chun as one such nominee, along with currently serving Liberty Expedia Holdings nominees Pamela L. Coe and Christopher W. Shean.
Ms. Chun has served as Senior Vice President of Investor Relations for Liberty Interactive Corporation and Liberty Media Corporation (“Liberty Media”), and has served as a director of HSN, Inc. since May 2013. Prior to joining Liberty Media in 2008, Ms. Chun held executive level positions at Level 3 and New Global Telecom, Inc. (“New Global”), where she served as Chief Financial Officer. Prior to New Global, Ms. Chun gained extensive transaction experience in mergers and acquisitions and the financial markets at FirstWorld Communications and at J.P. Morgan. Ms. Chun currently serves on the board of advisors for ACE Scholarships Colorado.
Ms. Chun will be compensated in accordance with Expedia’s standard compensation policies and practices for the Board, the components of which were disclosed in Expedia’s Proxy Statement for its 2017 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on May 1, 2017. Ms. Chun has not been appointed to serve as a member of any committee of the Board.
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 thereunto duly authorized.
/s/ Robert J. Dzielak
Robert J. Dzielak
Executive Vice President, General Counsel and Secretary
Date: December 6, 2017