8-KLeadership ChangesExhibits & Filings

Expedia Group, Inc. 8-K Report, Executive Changes (Sep 12, 2014)

Filed September 12, 2014For Securities:EXPE

Summary

This Form 8-K filing by Expedia, Inc. announces a significant amendment to the employment agreement of its Executive Vice President and Chief Financial Officer, Mark Okerstrom. Effective August 11, 2014, Mr. Okerstrom's role has expanded to include Executive Vice President of Operations, and his annual base salary has been increased from $625,000 to $750,000 to reflect these added responsibilities. In conjunction with these changes, Mr. Okerstrom was also awarded 11,381 restricted stock units (RSUs) on September 8, 2014. These RSUs are subject to a four-year annual vesting schedule and contingent upon continued service and the achievement of specific performance-related conditions. This executive compensation adjustment signals the company's recognition of Okerstrom's expanded contributions and its commitment to retaining key leadership talent.

Key Highlights

  • 1Expedia, Inc. amended the employment agreement for CFO Mark Okerstrom on September 8, 2014.
  • 2Mr. Okerstrom's title changed to Chief Financial Officer and Executive Vice President of Operations, reflecting expanded duties.
  • 3His annual base salary increased from $625,000 to $750,000, effective August 11, 2014.
  • 4An award of 11,381 restricted stock units (RSUs) was granted to Mr. Okerstrom.
  • 5The RSUs vest annually over four years.
  • 6Vesting of RSUs is contingent upon continued employment and satisfaction of certain performance conditions.
  • 7The filing includes the Second Amendment to the employment agreement as an exhibit.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the material terms of an amendment to the employment agreement for Expedia's Chief Financial Officer, Mark Okerstrom, including an expansion of his role and an increase in his compensation.

Mr. Okerstrom's title was updated to Chief Financial Officer and Executive Vice President of Operations, reflecting expanded responsibilities. His annual base salary increased to $750,000 from $625,000, and he was awarded 11,381 restricted stock units that vest over four years, subject to performance.

The salary increase was effective as of August 11, 2014. The Compensation Committee approved the terms of the Second Amendment on September 8, 2014, and the Company entered into the agreement on September 11, 2014. The restricted stock unit award was also approved on September 8, 2014.

Yes, the 11,381 restricted stock units awarded to Mr. Okerstrom are subject to the satisfaction of certain performance-related conditions, in addition to his continued service with the Company.