Summary
This 8-K filing from Expedia, Inc. reports a change in its Board of Directors. William R. Fitzgerald resigned from the Board on December 18, 2012, with his resignation effective immediately prior to the election of a replacement director. This change is in accordance with the Amended and Restated Governance Agreement between Expedia, Liberty Interactive Corporation (Liberty), and Barry Diller. In line with the governance agreement, Liberty, a significant stockholder, had the right to nominate a replacement director. Liberty has designated Dr. John C. Malone, Chairman of Liberty's Board, to fill the vacancy. Dr. Malone was subsequently elected to Expedia's Board on December 20, 2012. Investors should note that Dr. Malone has prior experience as a director at Expedia, having served until November 29, 2012, making this a re-appointment.
Key Highlights
- 1William R. Fitzgerald resigned from Expedia's Board of Directors.
- 2The resignation was effective immediately prior to the election of a replacement.
- 3Dr. John C. Malone was appointed to fill the vacancy on the Board.
- 4Dr. Malone's appointment is in accordance with the Governance Agreement with Liberty Interactive Corporation.
- 5Liberty Interactive Corporation has the right to nominate directors as long as certain stock ownership requirements are met.
- 6Dr. John C. Malone had previously served as a director of Expedia from August 2005 to November 29, 2012.