8-KLeadership ChangesExhibits & Filings

Expedia Group, Inc. 8-K Report, Executive Changes (Mar 4, 2015)

Filed March 4, 2015For Securities:EXPE

Summary

Expedia, Inc. filed an 8-K on March 4, 2015, to report on an amended and restated employment agreement with Robert Dzielak, Executive Vice President, General Counsel and Secretary. The key changes to Mr. Dzielak's compensation include an increase in his annual base salary from $450,000 to $575,000, effective March 1, 2015, and an increase in his annual target bonus from 75% to 100% of his base salary. In addition to salary and bonus adjustments, the agreement details significant severance benefits. Upon termination by the Company without Cause or by Mr. Dzielak for Good Reason, he is eligible for a pro-rata discretionary bonus, accelerated vesting of equity (subject to annual vesting treatment for awards vesting less frequently), an extended 18-month exercise period for stock options, continued base salary payment for up to 12 months or the remainder of the term, and 12 months of COBRA health coverage. The agreement also maintains restrictive covenants regarding competition and solicitation for 18 months post-termination. Furthermore, Mr. Dzielak received new equity awards, including 11,592 restricted stock units vesting over four years and options to purchase 65,000 shares with a $91.75 exercise price, also vesting over four years.

Key Highlights

  • 1Amended and Restated Employment Agreement for Executive VP, General Counsel & Secretary, Robert Dzielak.
  • 2Annual base salary increased to $575,000 from $450,000, effective March 1, 2015.
  • 3Annual target bonus increased to 100% of base salary from 75%.
  • 4Significant severance package upon termination without Cause or for Good Reason, including equity acceleration and continued salary/benefits.
  • 518-month post-termination non-compete and non-solicitation clauses remain.
  • 6Awarded 11,592 restricted stock units vesting over four years, subject to continued service and performance conditions.
  • 7Awarded options to purchase 65,000 shares at $91.75 per share, vesting over four years.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose material changes to the employment agreement of Expedia's Executive Vice President, General Counsel and Secretary, Robert Dzielak, including increases in his salary and bonus, as well as details regarding severance and new equity awards.

Robert Dzielak's annual base salary has been increased to $575,000 from $450,000, effective March 1, 2015. His annual target bonus has also been increased to 100% of his base salary, up from 75%.

In case of termination by Expedia without Cause or by Mr. Dzielak for Good Reason, he is eligible for a pro-rata bonus, acceleration of vested equity awards (subject to annual vesting treatment), an extended 18-month window to exercise vested stock options, continued base salary for up to 12 months, and 12 months of COBRA health insurance continuation.

Mr. Dzielak has been awarded 11,592 restricted stock units that vest annually over four years, contingent on continued service and performance conditions. Additionally, he received options to purchase 65,000 shares of Expedia common stock at an exercise price of $91.75, which also vest annually over four years.