8-KSecurities & ListingExhibits & Filings

Expedia Group, Inc. 8-K Report, Listing Notice (Aug 6, 2007)

Filed August 6, 2007For Securities:EXPE

Summary

This 8-K filing from Expedia, Inc. (now Expedia Group) on August 6, 2007, primarily addresses a compliance issue with Nasdaq listing rules related to its audit committee. David Goldhill resigned from the audit committee on July 30, 2007, due to no longer meeting independence requirements. This resignation reduced the audit committee's membership below the Nasdaq minimum of three members, causing the company to be non-compliant with Nasdaq Marketplace Rule 4350(d)(2)(A). The company was notified by Nasdaq on August 2, 2007, and has been granted a cure period until the earlier of its next annual stockholders' meeting or July 30, 2008, to rectify the situation. Expedia expects to resolve this deficiency within the given timeframe. While the resignation itself is not due to any operational disagreements, the resulting non-compliance requires investor attention regarding corporate governance and adherence to exchange regulations.

Key Highlights

  • 1David Goldhill resigned from Expedia's audit committee on July 30, 2007.
  • 2The resignation was due to Mr. Goldhill no longer meeting independence requirements under Nasdaq Marketplace Rules.
  • 3Expedia is currently non-compliant with Nasdaq Rule 4350(d)(2)(A), which requires an audit committee of at least three members.
  • 4The company notified Nasdaq of the non-compliance on July 31, 2007.
  • 5Nasdaq has granted Expedia a cure period until July 30, 2008, or the next annual meeting, whichever comes first, to regain compliance.
  • 6Expedia expects to resolve this audit committee deficiency within the cure period.
  • 7The resignation is not a result of any disagreements with the Company regarding operations, policies, or practices.

Frequently Asked Questions

David Goldhill resigned from Expedia's audit committee because he no longer met the independence requirements set forth by the Nasdaq Marketplace Rules.

The resignation caused Expedia to be out of compliance with Nasdaq Marketplace Rule 4350(d)(2)(A), which mandates that a Nasdaq-listed company's audit committee must have at least three members. Following the resignation, Expedia's audit committee had fewer than three members.

No, Expedia will not be delisted immediately. Nasdaq has provided the company with a 'cure period' until the earlier of its next annual stockholders' meeting or July 30, 2008, to regain compliance with the audit committee composition rules. The company expects to resolve this issue within this timeframe.

According to the filing, Mr. Goldhill's resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. The issue is solely related to his change in independence status and the subsequent impact on the audit committee's size.