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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 20, 2018
 
 
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.)
333 108th Avenue NE
Bellevue, Washington 98004
(Address of principal executive offices) (Zip code)
(425) 679-7200
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))
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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.
Expedia Group, Inc. (“Expedia Group”) held its annual meeting of stockholders on June 20, 2018 (the “Annual Meeting”). At the Annual Meeting, 137,347,762 shares of Expedia common stock (generally entitled to one vote per share) and 12,799,999 shares of Expedia Class B common stock (generally entitled to ten votes per share) were represented and voted on each proposal presented as follows:

Proposal 1 – Election of Directors. The stockholders elected fifteen directors of Expedia, four of whom were elected by holders of common stock only (“Common Stock Nominees”), and eleven 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 of Directors). Stockholders voted as follows:

 
 
For
 
Withheld
 
Broker 
Non-Votes
Common Stock Nominees
 
 
 
 
 
 
Susan C. Athey
 
98,107,254
 
15,931,961
 
9,716,525
A. George “Skip” Battle
 
92,783,162
 
21,256,053
 
9,716,525
Craig A. Jacobson
 
61,473,378
 
52,565,837
 
9,716,525
Peter M. Kern
 
57,335,668
 
56,703,547
 
9,716,525
 
 
 
 
 
 
 
Combined Stock Nominees
 
 
 
 
 
 
Barry Diller
 
180,327,108
 
61,712,097
 
9,716,525
Victor A. Kaufman
 
157,599,446
 
84,439,759
 
9,716,525
Mark D. Okerstrom
 
188,068,585
 
53,970,620
 
9,716,525
Courtnee A. Chun
 
188,907,493
 
53,131,712
 
9,716,525
Chelsea Clinton
 
226,575,975
 
15,463,230
 
9,716,525
Pamela L. Coe
 
179,629,760
 
62,409,445
 
9,716,525
Jonathan L. Dolgen
 
187,059,100
 
54,980,105
 
9,716,525
Dara Khosrowshahi
 
187,793,030
 
54,246,175
 
9,716,525
Scott Rudin
 
226,874,494
 
15,164,711
 
9,716,525
Christopher W. Shean
 
187,258,751
 
54,780,454
 
9,716,525
Alexander von Furstenberg
 
179,258,343
 
62,780,862
 
9,716,525

Proposal 2 – Ratification of appointment of independent registered public accounting firm. The stockholders ratified the appointment of Ernst & Young LLP as Expedia’s independent registered public accounting firm for the year ending December 31, 2018. Stockholders voted as follows:
For
 
Against
 
Abstain
 
Broker
Non-Votes
249,874,082
 
1,692,403
 
189,245
 
N/A







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 25, 2018