Document
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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 12, 2020
 
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 10, 2020, Expedia Group, Inc. (“Expedia Group” or, the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 116,211,719 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 thirteen directors of the Company, four of whom were elected by holders of common stock only (“Common Stock Nominees”), and nine 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
 
 
 
 
 
   A. George Skip Battle
98,653,184
 
8,158,735
 
9,399,800
   Jon T. Gieselman
106,109,563
 
702,356
 
9,399,800
   Craig A. Jacobson
94,738,362
 
12,073,557
 
9,399,800
   Julie Whalen
105,571,759
 
1,240,160
 
9,399,800
Combined Stock Nominees
 
 
 
 
 
   Barry Diller
154,039,708
 
8,006,731
 
9,399,800
   Peter M. Kern
157,281,847
 
4,764,592
 
9,399,800
   Samuel Altman
161,158,793
 
887,646
 
9,399,800
   Susan C. Athey
160,505,174
 
1,541,265
 
9,399,800
   Chelsea Clinton
156,550,125
 
5,496,314
 
9,399,800
   Dara Khosrowshahi
152,968,348
 
9,078,091
 
9,399,800
   Greg Mondre
161,640,213
 
406,226
 
9,399,800
   David Sambur
159,512,755
 
2,533,684
 
9,399,800
   Alexander von Furstenberg
154,951,070
 
7,095,369
 
9,399,800
Proposal 2 – Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of Expedia Group’s named executive officers as disclosed in Expedia Group’s proxy statement. Stockholders voted as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
152,565,842
 
9,412,550
 
68,047
 
9,399,800
Proposal 3 – Approval of the Company’s Stock and Annual Incentive Plan. The stockholders approved the Fifth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan, including an amendment to increase the number of shares of Expedia Group common stock authorized for issuance thereunder by 8,000,000. Stockholders voted as follows
For
 
Against
 
Abstain
 
Broker Non-Votes
107,974,924
 
53,998,398
 
73,117
 
9,399,800
Proposal 4 – 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, 2020. Stockholders voted as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
170,110,698
 
1,256,101
 
79,440
 
0






Proposal 5 – 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
58,315,495
 
103,490,491
 
240,453
 
9,399,800






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 12, 2020