8-KShareholder Matters

Expedia Group, Inc. 8-K Report, Shareholder Vote Results (Dec 12, 2011)

Filed December 12, 2011For Securities:EXPE

Summary

This Form 8-K filing by Expedia, Inc. reports on the results of its annual meeting of stockholders held on December 6, 2011. The primary focus for investors is the overwhelmingly positive shareholder approval for key proposals related to a significant corporate restructuring, specifically the spin-off of TripAdvisor, Inc. This strategic move, designed to separate the online travel agency business from its then-ancillary online travel reviews platform, received broad support across various classes of stock and voting power. Beyond the spin-off, shareholders also approved a one-for-two reverse stock split of Expedia's common and Class B common stock, a preferred stock merger where Series A preferred stock would be cashed out, and amendments to corporate opportunity provisions that would govern relationships between Expedia and TripAdvisor post-spin-off. The election of directors and ratification of the independent auditor were also approved. The advisory vote on executive compensation was passed, with shareholders recommending a triennial vote frequency.

Key Highlights

  • 1Expedia stockholders overwhelmingly approved amendments to the charter to effect the spin-off of TripAdvisor, Inc.
  • 2A one-for-two reverse stock split for Expedia common stock and Class B common stock was approved by shareholders.
  • 3Shareholders approved a merger agreement to cash out Expedia Series A Cumulative Convertible Preferred Stock at $22.23 per share plus accrued dividends.
  • 4Provisions renouncing interest in certain corporate opportunities for officers/directors serving both Expedia and TripAdvisor were approved, effective if the spin-off is completed.
  • 5All ten directors nominated for election were approved by shareholders.
  • 6Ernst & Young LLP was ratified as Expedia's independent registered public accounting firm for the year ending December 31, 2011.
  • 7Shareholders approved, on an advisory basis, the executive compensation and recommended holding such advisory votes every three years.

Frequently Asked Questions

This 8-K filing reports the results of Expedia, Inc.'s annual meeting of stockholders held on December 6, 2011. The key event was the shareholder vote on several important corporate actions, most notably the approval of the spin-off of TripAdvisor, Inc.

The spin-off of TripAdvisor, Inc. was overwhelmingly approved by Expedia's stockholders across all required voting classes and categories, indicating strong support for the strategic separation of the two businesses.

The approved one-for-two reverse stock split means that for every two shares of Expedia common stock or Class B common stock held, shareholders will receive one share. This will reduce the number of outstanding shares and is often done in conjunction with corporate restructuring or to adjust share price levels.

Shareholders approved a merger that will convert each outstanding share of Expedia Series A Cumulative Convertible Preferred Stock into the right to receive $22.23 in cash, plus any accrued and unpaid dividends. This will effectively cash out the preferred stockholders prior to the spin-off.