EXPE 8-K Current Reports
Expedia Group, Inc. - 298 current reports
Expedia Group, Inc. 8-K Report, Financial Results (Aug 5, 2026)
Expedia Group, Inc. (EXPE) has filed an 8-K report on August 5, 2026, detailing its financial results for the second quarter ended June 30, 2026. The company has released its financial performance through a press release and an accompanying earnings presentation, both of which are furnished as exhibits to this filing. These documents provide investors with key operational and financial metrics, as well as forward-looking insights into the company's business outlook. Investors are encouraged to review these furnished materials for a comprehensive understanding of Expedia Group's recent performance and strategic direction. In addition to financial results, Expedia Group announced the declaration of a quarterly cash dividend of $0.48 per share, payable on September 17, 2026, to stockholders of record as of August 27, 2026. This dividend declaration signals a continued commitment to returning value to shareholders, a factor often closely watched by investors. The information provided in this 8-K, while not formally "filed" for certain regulatory purposes, offers timely updates on the company's financial health and shareholder return policies.
Expedia Group, Inc. 8-K Report, Shareholder Vote Results (Jun 23, 2026)
Expedia Group, Inc. (EXPE) filed an 8-K on June 23, 2026, reporting the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026. The meeting addressed the election of directors, an advisory vote on executive compensation, and the ratification of the independent registered public accounting firm. A substantial majority of votes cast were in favor of all three proposals, indicating general stockholder confidence in the company's governance and financial oversight. Key outcomes include the successful election of all 11 director nominees, with varying levels of support across different director classes. The advisory vote on executive compensation also passed with strong approval, suggesting alignment between shareholder sentiment and the company's compensation practices. Furthermore, the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2026 was ratified by a significant margin. The report confirms a quorum was met with a high percentage of outstanding shares represented.
Expedia Group, Inc. 8-K Report, Financial Results (May 7, 2026)
Expedia Group, Inc. (EXPE) has filed an 8-K report on May 7, 2026, primarily to announce its first-quarter 2026 financial results via a press release. While the press release itself is furnished and not deemed 'filed' for liability purposes, it contains the core financial performance data investors will be interested in. In addition to the financial results, the report also discloses a significant capital allocation decision: the declaration of a quarterly cash dividend of $0.48 per share. This dividend is payable on June 18, 2026, to shareholders of record as of May 28, 2026. This action signals continued confidence in the company's financial health and commitment to returning value to shareholders.
Expedia Group, Inc. 8-K Report, Executive Changes (Apr 23, 2026)
Expedia Group, Inc. (EXPE) has announced a leadership change in its finance department via an 8-K filing dated April 23, 2026. Effective May 11, 2026, Scott Schenkel will be stepping down as Chief Financial Officer (CFO). The company has concurrently appointed Derek Andersen as the new CFO, succeeding Mr. Schenkel. This transition is described as amicable, with no disagreements reported regarding the company's operations or accounting practices. Mr. Andersen brings a wealth of financial experience to Expedia, most recently serving as CFO of Snap Inc. and previously holding finance leadership roles at Amazon and Fox Interactive Media. His compensation package includes a substantial base salary, a significant signing bonus, and a large initial equity award, reflecting the importance of this executive hire. The company has also outlined terms for relocation assistance and severance benefits for Mr. Andersen, as well as restrictive covenants related to competition and solicitation post-employment. Investors should monitor the integration of the new CFO and his impact on the company's financial strategy.
Expedia Group, Inc. 8-K Report, Corporate Update (Apr 10, 2026)
Expedia Group, Inc. (EXPE) announced the successful completion of a notes offering on April 10, 2026. The company issued $1,000,000,000 in aggregate principal amount of 5.500% Senior Notes due 2036. Following underwriting discounts and offering expenses, Expedia realized net proceeds of approximately $986 million. These proceeds are earmarked for general corporate purposes, including debt repayment, dividends, stock repurchases, working capital, capital expenditures, and potential acquisitions. The new notes are senior unsecured obligations, ranking equally with existing and future unsecured and unsubordinated debt. They carry a semi-annual interest payment schedule, with a maturity date of April 15, 2036. The issuance was made under an established indenture framework and was facilitated by an Underwriting Agreement with BofA Securities, Inc. and Citigroup Global Markets Inc.
Expedia Group, Inc. 8-K Report, Material Agreement (Mar 30, 2026)
Expedia Group, Inc. (EXPE) announced on March 30, 2026, the successful execution of a new $2.5 billion unsecured Revolving Credit Facility, maturing in March 2031. This facility replaces their prior credit agreement, under which all existing commitments and obligations have been terminated and repaid. A significant consequence of this refinancing is the automatic release of subsidiary guarantors from their obligations on Expedia's various senior notes. This move signals a potential strengthening of Expedia's balance sheet and its ability to access capital. The unsecured nature of the new facility and the release of subsidiary guarantees suggest a level of confidence in the company's standalone creditworthiness. Investors should monitor the utilization of this facility and the company's leverage ratios, which are subject to covenants within the new credit agreement.
Expedia Group, Inc. 8-K Report, Financial Results (Feb 12, 2026)
Expedia Group, Inc. (EXPE) has filed an 8-K report on February 12, 2026, primarily announcing its financial results for the fiscal year and fourth quarter ended December 31, 2025. While the full financial details are contained within the furnished press release (Exhibit 99.1), the filing indicates that this release will provide insights into the company's operational and financial performance for the period. Investors should refer to the press release for specific revenue figures, profitability metrics, and any forward-looking guidance. In addition to the financial results, Expedia Group announced a quarterly cash dividend of $0.48 per share, payable on March 26, 2026, to shareholders of record as of March 5, 2026. This dividend declaration signals the company's commitment to returning capital to its shareholders and should be noted by income-focused investors. The report also includes the standard cover page interactive data file in Inline XBRL format.
Expedia Group, Inc. 8-K Report, Corporate Update (Nov 12, 2025)
Expedia Group, Inc. (EXPE) has filed an 8-K report on November 12, 2025, announcing a significant decision regarding its 0.00% Convertible Notes due 2026. The company has irrevocably elected to fix the settlement method for these notes to 'Cash Settlement'. This means that any future conversions of these notes will be settled by the company paying the principal amount in cash, as opposed to issuing shares of common stock. This decision impacts how bondholders will receive value upon conversion and removes ambiguity regarding future share dilution from these notes. Investors should note that this change becomes effective for all conversions with a Conversion Date on or after November 12, 2025. The company has formally notified the noteholders, the Trustee, and the Conversion Agent of this irrevocable election.
Expedia Group, Inc. 8-K Report, Financial Results (Nov 6, 2025)
Expedia Group, Inc. (EXPE) has filed an 8-K report on November 6, 2025, primarily announcing its financial results for the third quarter ended September 30, 2025, via a press release furnished as Exhibit 99.1. While the specific financial metrics from the press release are not detailed within the 8-K text itself, investors should refer to Exhibit 99.1 for comprehensive details on the company's performance, including revenue, earnings, and key operational metrics. The filing also includes a material announcement regarding a quarterly cash dividend. The Executive Committee, on behalf of the Board of Directors, has declared a dividend of $0.40 per share, payable on December 11, 2025, to shareholders of record as of November 19, 2025. This dividend declaration indicates a continued commitment to returning capital to shareholders, a factor often considered by income-focused investors.
Expedia Group, Inc. 8-K Report, Financial Results (Aug 7, 2025)
Expedia Group, Inc. (EXPE) has filed an 8-K report on August 7, 2025, detailing its financial results for the quarter ended June 30, 2025, and announcing a quarterly cash dividend. The earnings release, furnished as Exhibit 99.1, provides key financial performance indicators, including non-GAAP measures which are reconciled to their nearest GAAP equivalents. Investors should review this release for a comprehensive understanding of the company's operational and financial health during the period. In addition to the financial results, Expedia Group announced a quarterly cash dividend of $0.40 per share. This dividend underscores the company's commitment to returning value to shareholders and reflects confidence in its ongoing financial stability and performance. The dividend is payable on September 18, 2025, to stockholders of record as of August 28, 2025.
Expedia Group, Inc. 8-K Report, Shareholder Vote Results (Jun 6, 2025)
Expedia Group, Inc. (EXPE) filed an 8-K on June 6, 2025, detailing the results of its 2025 Annual Meeting of Stockholders held on June 3, 2025. The meeting saw strong shareholder support for the election of all 11 director nominees, with each receiving a substantial majority of "For" votes across both common and Class B stock categories. This indicates continued confidence in the current board's leadership and strategic direction. Furthermore, the advisory vote on executive compensation was also approved by a significant margin, suggesting that shareholders are largely satisfied with the company's compensation practices as outlined in the proxy statement. The appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025 was overwhelmingly ratified by stockholders, reinforcing the company's commitment to robust financial oversight and transparency. Overall, the meeting results reflect a stable and supportive shareholder base for Expedia Group's governance and financial reporting.
Expedia Group, Inc. 8-K Report, Financial Results (May 8, 2025)
Expedia Group, Inc. (EXPE) filed an 8-K on May 8, 2025, to report its financial results for the quarter ended March 31, 2025. The filing includes an earnings release that details the company's performance and will be discussed in a subsequent conference call. Investors should note that Expedia Group is utilizing non-GAAP financial measures, with reconciliations provided in the furnished earnings release (Exhibit 99.1). This information is furnished and not deemed 'filed' for regulatory purposes, meaning it does not carry the same legal implications as a formally filed document under the Securities Exchange Act of 1934, though it offers key operational and financial insights. Beyond the quarterly results, Expedia Group also announced a quarterly cash dividend of $0.40 per share. This dividend is payable on June 18, 2025, to shareholders of record as of May 29, 2025. This represents a direct return of capital to shareholders and indicates the company's financial stability and commitment to shareholder returns, even as it navigates its quarterly performance.
Expedia Group, Inc. 8-K Report, Corporate Update (Feb 21, 2025)
Expedia Group, Inc. (EXPE) has successfully closed an offering of $1 billion aggregate principal amount of 5.400% Senior Notes due 2035, as detailed in their February 21, 2025, 8-K filing. The net proceeds, approximately $985 million after expenses, are earmarked for general corporate purposes, including debt repayment, dividends, stock repurchases, and funding for working capital, capital expenditures, and acquisitions. This issuance provides Expedia with significant financial flexibility to manage its capital structure and pursue strategic initiatives. The notes are senior unsecured obligations, guaranteed by certain domestic subsidiaries, and rank equally with other existing and future unsecured, unsubordinated debt. The maturity date is February 15, 2035, with semi-annual interest payments commencing August 15, 2025. The company retains the option to redeem the notes under specific conditions, including a "make-whole" premium before a certain date and at par thereafter. Importantly, a change of control triggering event obligates Expedia to offer to repurchase the notes, providing an additional layer of investor protection.
Expedia Group, Inc. 8-K Report, Financial Results (Feb 6, 2025)
Expedia Group, Inc. (EXPE) has filed an 8-K report on February 6, 2025, primarily to announce its financial results for the fourth quarter and full year ended December 31, 2024. While the full details are in the furnished earnings release (Exhibit 99.1), the filing indicates the company will discuss both GAAP and non-GAAP financial measures, with reconciliations provided in the release. Investors should refer to Exhibit 99.1 for specific performance metrics, revenue figures, and profitability. The report also separately announced a quarterly cash dividend. In addition to the financial results disclosure, Expedia Group announced a quarterly cash dividend of $0.40 per share. This dividend is payable on March 27, 2025, to stockholders of record as of March 6, 2025. This signals continued commitment to returning capital to shareholders, which is a key consideration for income-focused investors.
Expedia Group, Inc. 8-K Report, Executive Changes (Dec 19, 2024)
Expedia Group, Inc. (EXPE) has announced a significant leadership change with the appointment of Scott Schenkel as its new Chief Financial Officer (CFO). Mr. Schenkel, a seasoned executive with extensive experience at eBay and General Electric, is set to assume the role after the company files its annual 10-K report. His appointment signals a new phase for Expedia's financial leadership, bringing in a CFO with a strong track record in e-commerce and financial operations. The terms of Mr. Schenkel's compensation have been detailed, including a substantial base salary, significant signing bonuses spread over two years, and robust severance packages in case of a qualifying termination. He will also receive a notable initial equity grant and is eligible for substantial annual equity awards, aligning his incentives with the company's long-term performance. This move is aimed at reinforcing the company's financial strategy and executive team.
Expedia Group, Inc. 8-K Report, Financial Results (Nov 7, 2024)
Expedia Group, Inc. (EXPE) has filed an 8-K report on November 7, 2024, primarily announcing its financial results for the quarter ended September 30, 2024. The company is utilizing non-GAAP financial measures in its earnings release and conference call, with reconciliations provided in the furnished Exhibit 99.1. This report also discloses a significant leadership change: Chief Financial Officer Julie Whalen will be stepping down from her role. Ms. Whalen is expected to transition out of her CFO position before February 17, 2025, and has agreed to stay with the company until that date to ensure a seamless handover. Her departure is expected to trigger severance and equity award acceleration as per her employment agreement. Importantly, her resignation from the Board of Directors was effective immediately and was not due to any disagreements with the company's operations, policies, or practices. Investors should closely review the provided earnings release for detailed financial performance and the implications of the CFO transition.
Expedia Group, Inc. 8-K Report, Executive Changes (Sep 11, 2024)
Expedia Group, Inc. (EXPE) announced on September 11, 2024, a significant change in its leadership structure through an 8-K filing. Effective September 10, 2024, Mr. Peter Kern concluded his role as Vice Chairman and resigned from the Board of Directors. This move follows the company's recent management transition and reflects an agreement between Mr. Kern and the Board regarding the timing of his departure.
Expedia Group, Inc. 8-K Report, Regulation FD Disclosure (Aug 29, 2024)
Expedia Group, Inc. (EXPE) filed an 8-K on August 29, 2024, to disclose its participation in Deutsche Bank's 2024 Technology Conference. CEO Ariane Gorin will participate in a fireside chat, with a live webcast and investor presentation made available on the company's Investor Relations website. The filing indicates that this investor presentation may be used in subsequent investor interactions. The content of the presentation itself is not detailed in the 8-K, but its availability signifies ongoing investor engagement and potential for updated business insights.
Expedia Group, Inc. 8-K Report, Financial Results (Aug 8, 2024)
Expedia Group, Inc. (EXPE) filed an 8-K on August 8, 2024, to report its financial results for the quarter ended June 30, 2024. The core of this filing is the accompanying earnings release, which details the company's performance and outlook. Investors should pay close attention to the provided earnings release (Exhibit 99.1) as it contains the specific financial figures, including both GAAP and non-GAAP measures. The company will also be hosting a conference call to discuss these results, offering an opportunity for further insights and management commentary. While the 8-K itself does not provide the detailed financial numbers, it serves as the official notification of their release. The earnings release is the primary document for investors to understand Expedia's operational and financial condition for the latest quarter, including key metrics and any forward-looking statements or guidance. The company also clarifies that the information furnished under Item 2.02 is not considered 'filed' for certain legal purposes but is crucial for understanding the reported period's results.
Expedia Group, Inc. 8-K Report, Shareholder Vote Results (Jun 27, 2024)
Expedia Group, Inc. filed an 8-K on June 27, 2024, reporting the results of its 2024 Annual Meeting of Stockholders held on June 25, 2024. The filing indicates that all key proposals presented to shareholders were approved. This includes the election of thirteen directors to the Company's Board, an advisory vote to approve the compensation of named executive officers, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. The meeting achieved quorum with a significant portion of outstanding common and Class B common stock represented. The voting outcomes suggest strong shareholder support for the current Board of Directors and the company's executive compensation practices. The ratification of the independent auditor also signals confidence in the company's financial reporting oversight. These results are generally positive for investors, indicating stability and alignment between management and the shareholder base on these critical governance matters.
Expedia Group, Inc. 8-K Report, Financial Results (May 2, 2024)
Expedia Group, Inc. (EXPE) filed an 8-K on May 2, 2024, to report its financial results for the quarter ended March 31, 2024. The filing primarily consists of an earnings release (Exhibit 99.1) which details the company's performance and outlook. Investors should note that Expedia is utilizing non-GAAP financial measures in its reporting, and a reconciliation to GAAP measures is provided within the earnings release itself. While the 8-K doesn't contain detailed operational figures within its text, the furnished earnings release is the critical document for understanding the company's recent performance. Investors are encouraged to review Exhibit 99.1 thoroughly for specific revenue, profitability, and any forward-looking statements made by management.
Expedia Group, Inc. 8-K Report, Exit or Disposal Costs (Feb 26, 2024)
Expedia Group, Inc. has announced significant restructuring actions, including a workforce reduction impacting approximately 1,500 employees. This decision, communicated to a portion of affected employees starting February 26, 2024, is driven by the company's ongoing organizational and technological transformation. Investors should note that these actions are expected to incur pre-tax charges and cash expenditures ranging from $80 million to $100 million, primarily related to employee severance and benefits, with all costs anticipated to be recognized in fiscal year 2024. The company emphasizes that these restructuring efforts are part of a broader strategic recalibration of resources. While the announcement aims to provide clarity on the immediate financial impact, Expedia also cautions that the forward-looking statements within the filing are subject to risks and uncertainties. Actual results could differ materially due to various factors, as detailed in their risk factor disclosures. Investors are advised to monitor future filings for any updates and consider the potential implications of these operational changes on the company's long-term efficiency and strategic execution.
Expedia Group, Inc. 8-K Report, Financial Results (Feb 8, 2024)
Expedia Group, Inc. (EXPE) filed an 8-K on February 8, 2024, primarily announcing a significant leadership transition and referencing their Q4 and full-year 2023 financial results. The most impactful news for investors is the appointment of Ariane Gorin as the new CEO, effective May 13, 2024, succeeding Peter Kern. Ms. Gorin, who has extensive experience within Expedia Group, most recently leading Expedia for Business, will also join the Board of Directors. Mr. Kern will transition to Vice Chairman and a Board member. The filing also includes details of Ms. Gorin's employment agreement, outlining her base salary, relocation and housing allowances, and comprehensive severance and equity compensation packages. While the 8-K itself doesn't contain the detailed financial results, it directs investors to the furnished earnings release (Exhibit 99.1) for information on the company's performance for the quarter and year ended December 31, 2023. Investors should review this earnings release for operational and financial metrics.
Expedia Group, Inc. 8-K Report, Bylaw Amendment (Dec 15, 2023)
Expedia Group, Inc. (EXPE) announced on December 15, 2023, that its Board of Directors has adopted amendments to its Amended and Restated Bylaws, effective December 13, 2023. These changes primarily focus on enhancing the procedural mechanics and disclosure requirements for stockholders intending to nominate directors or submit proposals for annual meetings. The amendments aim to provide greater clarity and transparency in the proxy solicitation process, particularly concerning director nominations.
Expedia Group, Inc. 8-K Report, Financial Results (Nov 2, 2023)
Expedia Group, Inc. (EXPE) filed an 8-K on November 2, 2023, primarily to report its financial results for the third quarter ended September 30, 2023, and to announce a significant new share repurchase program. Investors should note that the company is referencing non-GAAP financial measures in its earnings release, with reconciliations provided in the furnished earnings release (Exhibit 99.1). The details of these quarterly results will offer insight into the company's operational performance and financial condition during the period. Furthermore, the filing disclosed that Expedia Group's Board of Directors has approved a new share repurchase program authorizing the buyback of up to $5 billion of the company's common stock. This substantial authorization signals management's confidence in the company's valuation and its commitment to returning capital to shareholders. Investors will want to review the accompanying earnings release for detailed financial metrics and the press release concerning the repurchase program for further context on capital allocation strategies.
Expedia Group, Inc. 8-K Report, Financial Results (Aug 3, 2023)
Expedia Group, Inc. (EXPE) filed an 8-K on August 3, 2023, to report its financial results for the quarter ended June 30, 2023. The filing primarily directs investors to the accompanying earnings release (Exhibit 99.1) for detailed financial performance, including the use of non-GAAP financial measures with reconciliations to GAAP. Investors should review the furnished earnings release for specific figures on revenue, bookings, profitability, and any forward-looking guidance provided by the company. The 8-K itself serves as a notification of the release and conference call, emphasizing that the information therein is furnished rather than formally filed, which has implications for SEC liability. Key performance indicators and strategic updates will be found within the detailed earnings release.
Expedia Group, Inc. 8-K Report, Executive Changes (Jun 2, 2023)
Expedia Group, Inc. (EXPE) filed an 8-K on June 2, 2023, detailing significant changes in its Board of Directors and stockholder-approved plan amendments. Notably, Samuel Altman resigned from the Board to focus on other business interests, effective June 1, 2023. To fill this vacancy, Alexandr Wang, founder and CEO of Scale AI, was elected to the Board on May 31, 2023. Mr. Wang is considered an independent director and brings extensive experience in artificial intelligence and technology. Furthermore, the company's stockholders approved key equity incentive plans at the 2023 Annual Meeting. This includes the Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan, which increases the authorized shares by 6 million, and amendments to the Employee Stock Purchase Plans (U.S. and International) to increase authorized shares by 1 million. Stockholders also provided an advisory vote of approval for executive compensation and recommended an annual frequency for such votes. The appointment of Ernst & Young LLP as the independent registered public accounting firm was ratified.
Expedia Group, Inc. 8-K Report, Financial Results (May 4, 2023)
Expedia Group, Inc. (EXPE) filed an 8-K on May 4, 2023, primarily to announce its first-quarter 2023 financial results. The company reported its earnings for the quarter ended March 31, 2023, and held a conference call to discuss these results. Investors should note that Expedia Group made reference to non-GAAP financial measures in its release and call, with reconciliations provided in the furnished earnings release (Exhibit 99.1). While the 8-K itself is largely procedural, containing the earnings release as an exhibit, the core information for investors lies within the details of that earnings release. This typically includes key financial metrics, operational performance indicators, and management's commentary on the outlook. Investors should refer to Exhibit 99.1 for the specific financial figures and discussion of the company's performance during the first quarter of 2023.
Expedia Group, Inc. 8-K Report, Listing Notice (Feb 16, 2023)
Expedia Group, Inc. (EXPE) announced a board refreshment and enhancement to its Audit Committee. The company expanded its Board of Directors from 11 to 12 members and elected M. Moina Banerjee as a new director. Crucially, Ms. Banerjee has been appointed as the Chair of the Audit Committee, bringing significant financial expertise and meeting the Nasdaq independence and financial expert requirements. This move strengthens the oversight capabilities of a key board committee and signals continued commitment to robust corporate governance practices. Ms. Banerjee's extensive background includes her recent role as CFO of JBG Smith Properties, along with prior experience in real estate investment, capital markets, and investment banking at firms like Blackstone Group and Citigroup. Her appointment as Audit Committee Chair is particularly noteworthy for investors concerned with financial reporting integrity and risk management. The company has confirmed compliance with Nasdaq's listing rules regarding audit committee composition following this appointment.
Expedia Group, Inc. 8-K Report, Financial Results (Feb 9, 2023)
Expedia Group, Inc. (EXPE) has filed an 8-K on February 9, 2023, to report its financial results for the quarter and year ended December 31, 2022. The filing primarily directs investors to the furnished earnings release (Exhibit 99.1) which contains detailed financial performance and will be discussed in an upcoming conference call. Investors should note that Expedia Group is utilizing non-GAAP financial measures, and a reconciliation to GAAP is provided within the earnings release.
Expedia Group, Inc. 8-K Report, Financial Results (Nov 3, 2022)
Expedia Group, Inc. (EXPE) filed an 8-K on November 3, 2022, primarily to report its financial results for the third quarter ended September 30, 2022. The filing includes an earnings release which provides detailed financial performance and operational metrics. Investors should note that the company is referencing non-GAAP financial measures in its reporting, and a reconciliation to the nearest comparable GAAP measures is available within the furnished earnings release. This report is crucial for understanding Expedia's recent performance and outlook amidst evolving market conditions in the travel industry. The key takeaway for investors is that the company has provided its Q3 2022 financial performance details. While the 8-K itself is procedural, the attached earnings release (Exhibit 99.1) contains the substantive financial and operational data investors will be analyzing. The use of non-GAAP measures means investors need to pay close attention to the reconciliation provided to fully assess the company's financial health and profitability.
Expedia Group, Inc. 8-K Report, Listing Notice (Oct 31, 2022)
Expedia Group, Inc. (EXPE) filed an 8-K on October 31, 2022, primarily to disclose the appointment of Henrique Dubugras to its Board of Directors. Mr. Dubugras was elected to fill a vacancy and has been determined to be an independent director, restoring the Board's compliance with Nasdaq's majority independent director requirement. This appointment addresses a recent governance concern following the resignation of a previous director. While the Board's overall independence has been restored, Expedia continues to work on filling a vacancy within its Audit Committee to ensure full compliance with Nasdaq's requirements regarding the number of independent directors on that committee. Investors should note Mr. Dubugras's background, which includes significant experience in financial services and technology startups, as well as his directorship at MercadoLibre.
Expedia Group, Inc. 8-K Report, Listing Notice (Sep 14, 2022)
Expedia Group, Inc. (EXPE) filed an 8-K on September 14, 2022, detailing significant executive changes and related listing compliance matters. The report announces the resignation of Julie Whalen from the audit committee due to her appointment as Chief Financial Officer (CFO), effective September 26, 2022. Concurrently, the company received notice from Nasdaq indicating non-compliance with majority independent board and audit committee composition requirements, stemming from recent director departures and Ms. Whalen's shift from an independent director role to a non-independent executive officer. Expedia has been granted a cure period until its next annual meeting or September 13, 2023, to rectify these issues by appointing additional independent directors. Additionally, the filing confirms the departure of Eric Hart as CFO and Chief Strategy Officer, effective September 26, 2022, with an employment transition and services agreement in place until October 1, 2022. Mr. Hart's departure is not due to any disagreements. He will receive customary severance, accelerated vesting of some equity, and will continue to serve on the supervisory boards of Trivago N.V. and Global Business Travel Group, Inc. The appointment of Julie Whalen as the new CFO brings significant experience from her previous role at Williams-Sonoma, Inc., and includes a substantial compensation package with a base salary of $950,000 and significant equity awards.
Expedia Group, Inc. 8-K Report, Corporate Update (Sep 12, 2022)
Expedia Group, Inc. (EXPE) filed an 8-K on September 12, 2022, to announce the early tender results and pricing terms of its previously announced tender offers for its 2.950% Senior Notes due 2031 and 3.25% Senior Notes due 2030. The company announced its intention to accept for purchase $500 million aggregate principal amount of the Notes due 2031, which was the maximum aggregate tender amount. Notably, no aggregate principal amount of the Notes due 2030 will be accepted for purchase due to the success of the tender offer for the Notes due 2031 exceeding the specified cap. This action signifies Expedia's strategy to manage its debt obligations, likely by refinancing or retiring higher-cost debt with available cash. The full $500 million tender for the 2031 notes indicates strong investor participation in the offer and potentially a favorable market for Expedia to reduce its outstanding debt. The company's press releases, attached as exhibits, provide further detail on these tender offers and should be reviewed for a comprehensive understanding of the transaction's implications.
Expedia Group, Inc. 8-K Report, Corporate Update (Aug 26, 2022)
Expedia Group, Inc. (EXPE) announced on August 26, 2022, the commencement of tender offers to repurchase up to $500 million in aggregate principal amount of its outstanding Senior Notes due 2031 (2.950% coupon) and Senior Notes due 2030 (3.25% coupon). This action indicates a proactive approach by management to manage the company's debt profile and potentially reduce future interest expenses. Investors should note that the tender offers are subject to customary conditions outlined in the offer to purchase. The company has provided a press release detailing these offers, which is incorporated by reference. While this filing primarily concerns debt management, it's important for investors to consider the broader context of Expedia's financial health and strategic objectives, especially in light of ongoing economic uncertainties and the potential impact of COVID-19 as highlighted in the company's forward-looking statements.
Expedia Group, Inc. 8-K Report, Financial Results (Aug 4, 2022)
Expedia Group, Inc. (EXPE) filed an 8-K on August 4, 2022, to announce its financial results for the second quarter ended June 30, 2022. The filing primarily directs investors to the accompanying earnings release (Exhibit 99.1) for detailed financial information, including the company's performance and operational metrics. Investors should note that Expedia Group is utilizing non-GAAP financial measures, and a reconciliation to GAAP equivalents is provided within the earnings release. This report serves as a notification of the release and the availability of the earnings report, rather than a detailed disclosure of the financial figures within the 8-K itself.
Expedia Group, Inc. 8-K Report, Executive Changes (Jun 22, 2022)
Expedia Group, Inc. filed an 8-K on June 22, 2022, reporting on two key events. Firstly, the company announced the immediate resignation of a Board of Directors member, Susan Athey. The filing explicitly states that Ms. Athey's departure was not a result of any disagreements with the company or its leadership, aiming to alleviate potential investor concerns regarding internal discord. Secondly, the report details the outcomes of Expedia Group's 2022 Annual Meeting of Stockholders held on June 16, 2022. All proposed matters were passed, including the election of 11 directors and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. The detailed voting results for director elections provide transparency on shareholder support for individual board members.
Expedia Group, Inc. 8-K Report, Regulation FD Disclosure (Jun 1, 2022)
Expedia Group, Inc. (EXPE) has filed an 8-K on June 1, 2022, to disclose the posting of an Investor Presentation on its corporate website. This presentation is intended for use at the Cowen 50th Anniversary Technology, Media & Telecom Conference and subsequent investor engagements. While the specific content of the presentation is not detailed in the 8-K itself, its release signifies ongoing communication efforts with the investment community. Investors should note that this filing, under Item 7.01 (Regulation FD Disclosure), means the information is being shared publicly and not deemed 'filed' under the Securities Exchange Act. This presentation, dated June 1, 2022, represents Expedia's latest insights shared with investors, and the company may provide updates or revisions in the future.
Expedia Group, Inc. 8-K Report, Corporate Update (May 13, 2022)
Expedia Group, Inc. (EXPE) announced on May 13, 2022, its intention to redeem its outstanding senior notes. Specifically, the company will redeem all $500 million of its 3.600% Senior Notes due 2023 on May 30, 2022, and all $500 million of its 4.500% Senior Notes due 2024 on June 13, 2022. This proactive debt management strategy suggests the company may be taking advantage of favorable market conditions or optimizing its capital structure. Investors should note that the redemption price will be determined based on the terms of the respective indentures, calculated as the greater of par value or a present value calculation based on the Treasury Rate plus a specified spread, plus accrued interest. This move signals Expedia's financial health and its ability to manage its debt obligations effectively, potentially reducing future interest expenses and financial leverage.
Expedia Group, Inc. 8-K Report, Financial Results (May 2, 2022)
Expedia Group, Inc. (EXPE) filed an 8-K on May 2, 2022, to report its first-quarter 2022 financial results. The report indicates that the company issued an earnings release and scheduled a conference call to discuss these results. Investors should note that Expedia Group utilized non-GAAP financial measures in its reporting, and a reconciliation to comparable GAAP measures is available in the furnished earnings release (Exhibit 99.1). While the 8-K itself does not contain detailed financial figures, it serves as a notification and a gateway to the earnings release, which holds the critical performance data for the quarter ended March 31, 2022. Investors are directed to Exhibit 99.1 for a comprehensive understanding of Expedia's operational and financial condition during the period, including any significant year-over-year changes, booking trends, and profitability metrics.
Expedia Group, Inc. 8-K Report, Material Agreement (Apr 18, 2022)
Expedia Group, Inc. (EXPE) has announced the entry into a new, unsecured Revolving Credit Facility totaling $2.5 billion, maturing on April 14, 2027. This facility replaces and terminates prior credit agreements dated May 5, 2020, and August 5, 2020. The new credit facility is guaranteed by certain material domestic subsidiaries and includes a letter of credit sublimit of $120 million. Interest rates are variable, based on an index rate plus a margin dependent on Expedia's credit ratings, ranging from 0.00% to 1.75% for different loan types. Additionally, there are participation fees for outstanding letters of credit and commitment fees for undrawn amounts, also tied to credit ratings. The facility contains customary covenants, including a maximum consolidated leverage ratio requirement, with events of default potentially leading to commitment termination and acceleration of borrowings. This move signals a refinancing and potential strengthening of Expedia's liquidity and financial flexibility.
Expedia Group, Inc. 8-K Report, Exhibit Filing (Feb 10, 2022)
Expedia Group, Inc. (EXPE) filed an 8-K on February 10, 2022, to report its financial results for the fourth quarter and full year ended December 31, 2021. The filing primarily directs investors to the furnished earnings release (Exhibit 99.1) for detailed financial information and management's discussion. This release includes both GAAP and non-GAAP financial measures, with reconciliations provided for the non-GAAP figures.
Expedia Group, Inc. 8-K Report, Financial Results (Nov 4, 2021)
Expedia Group, Inc. (EXPE) announced its third-quarter 2021 financial results on November 4, 2021, via an earnings release that was furnished as part of an 8-K filing. The report primarily serves to provide investors with access to the company's latest performance metrics and the accompanying conference call details. Investors should note that Expedia Group is referencing non-GAAP financial measures, with reconciliations to GAAP equivalents provided within the furnished earnings release, which is crucial for a complete understanding of the reported figures. The filing itself does not contain new operational details but directs stakeholders to the earnings release for comprehensive information on revenue, profitability, and other key performance indicators for the quarter ended September 30, 2021. The non-GAAP nature of some reported figures necessitates careful review by investors to assess the company's performance accurately against industry benchmarks and historical trends.
Expedia Group, Inc. 8-K Report, Regulation FD Disclosure (Nov 2, 2021)
Expedia Group, Inc. (EXPE) announced on November 2, 2021, the successful closing of the sale of its corporate travel division, Egencia, to American Express Global Business Travel (GBT). This divestiture, finalized under the Equity Contribution Agreement dated August 11, 2021, marks a significant strategic move for Expedia, allowing it to refocus on its core online travel agency (OTA) business. The transaction is expected to streamline Expedia's operations and potentially unlock value by shedding a non-core segment. Investors should note that this announcement was made via a press release, which is attached as an exhibit to the 8-K filing. While the information is being disclosed to the public, it's important to understand the disclaimer that this information is not deemed "filed" under Section 18 of the Exchange Act and does not automatically incorporate by reference into other SEC filings. The company also included cautionary statements regarding forward-looking statements, advising investors to consult the Company's 10-K and subsequent filings for a comprehensive understanding of associated risks.
Expedia Group, Inc. 8-K Report, Executive Changes (Oct 15, 2021)
Expedia Group, Inc. (EXPE) announced on October 15, 2021, the completion of a preferred stock redemption, specifically all outstanding shares of its Series A Preferred Stock. This redemption, funded by cash on hand, was executed in accordance with the terms outlined in the Series A Preferred Stock's Certificate of Designations. The cost of this redemption was 103% of the original liquidation preference plus accrued dividends and distributions. As a direct consequence of this redemption, the company's agreement with Silver Lake, an investor in the Series A Preferred Stock, has been fulfilled, thereby terminating Silver Lake's right to designate a director to Expedia's Board. Consequently, Greg Mondre, the designated director from Silver Lake, has resigned from the Board, effective October 15, 2021. The company stated that Mr. Mondre's resignation was amicable and not due to any disagreements. Furthermore, Expedia filed a Certificate of Elimination to officially remove all references to the Series A Preferred Stock from its corporate charter, with no impact on authorized share counts.
Expedia Group, Inc. 8-K Report, Financial Results (Aug 5, 2021)
Expedia Group, Inc. (EXPE) filed an 8-K on August 5, 2021, to report its financial results for the quarter ended June 30, 2021. The filing primarily references an accompanying earnings release (Exhibit 99.1) which contains the detailed financial performance and commentary. Investors should note that Expedia Group is utilizing non-GAAP financial measures in its reporting, and a reconciliation to the nearest comparable GAAP measures is provided within the furnished earnings release. This report signals the company's quarterly performance update and provides investors with access to key financial metrics and management's discussion on the period's results. While the 8-K itself is procedural, the attached earnings release is the critical document for understanding Expedia's operational and financial condition during the second quarter of 2021.
Expedia Group, Inc. 8-K Report, Shareholder Vote Results (Jun 11, 2021)
Expedia Group, Inc. (EXPE) held its 2021 Annual Meeting of Stockholders on June 9, 2021. The primary purpose of this 8-K filing is to report the voting results on several key proposals presented to shareholders. The company's leadership team and strategic direction appear to have strong support, as evidenced by the overwhelming approval of director elections and the ratification of its independent auditor. Key resolutions passed include the election of all twelve directors, the approval of amendments to employee stock purchase plans, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year 2021. Notably, a shareholder proposal requesting a report on political contributions and expenditures was rejected by the stockholders. This indicates a preference by the majority of shareholders to allow the company's current approach to political engagement.
Expedia Group, Inc. 8-K Report, Executive Changes (May 25, 2021)
Expedia Group, Inc. (EXPE) announced a change in its Board of Directors composition through an 8-K filing on May 25, 2021. Jon Gieselman resigned from the Board of Directors effective May 24, 2021. This resignation is attributed to his new role as President of Expedia Brands, indicating an internal promotion and not a disagreement with the company. Concurrently, the Board decided to eliminate the seats previously held by Mr. Gieselman and David Sambur (who resigned earlier on May 14, 2021), reducing the total number of directors from fourteen to twelve. This reduction in board size suggests a move towards streamlining governance and potentially increasing efficiency. Investors should note that while a director departure can sometimes signal underlying issues, in this instance, it's explicitly linked to an internal executive appointment. The consolidation of board seats could be interpreted as a strategic decision by Expedia to optimize its leadership structure following recent executive changes.
Expedia Group, Inc. 8-K Report, Regulation FD Disclosure (May 24, 2021)
Expedia Group, Inc. (EXPE) filed an 8-K on May 24, 2021, primarily to disclose changes in its management team via an attached press release. This filing serves as a notification to investors about significant organizational adjustments that could impact the company's strategic direction and operational execution. While the 8-K itself does not contain detailed financial data, the press release referenced likely outlines the specific changes, new appointments, or departures within the senior leadership. Investors should pay close attention to the details within the press release (Exhibit 99.1) to understand the implications of these management changes. Such shifts can signal a new strategic focus, a response to market conditions, or efforts to improve performance. It is crucial for investors to assess how these changes might affect Expedia's competitive positioning, its ability to innovate, and its overall financial trajectory, especially in the dynamic travel industry.
Expedia Group, Inc. 8-K Report, Executive Changes (May 17, 2021)
Expedia Group, Inc. (EXPE) has filed an 8-K report on May 17, 2021, announcing the resignation of David Sambur from its Board of Directors, effective May 14, 2021. This departure is notable as Mr. Sambur was a designee of AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc., under a prior Investment Agreement. The resignation is not due to any disagreement with the Company's management or the Board. Mr. Sambur's resignation is directly linked to Apollo's reduced ownership stake in Expedia. The Investment Agreement stipulated Apollo's right to a board seat (and a non-voting observer) until they no longer beneficially owned at least 50% of the Series A Preferred Stock and warrants purchased under the agreement, or a combined 50% of the underlying common stock. The filing confirms that Apollo no longer beneficially owns any of these warrants or common stock, thus forfeiting its right to nominate a replacement director.