01—Abstract
Summary
Summary of the 8-K filed June 22, 2018. Cited figures are marked; the original filing is the authoritative source.
Expedia Group, Inc. (EXPE) announced on June 20, 2018, a change in its audit committee composition, which resulted in a notification of non-compliance with Nasdaq listing rules.
Peter M. Kern resigned from the audit committee due to his appointment as Vice Chairman of the Company. While Mr. Kern remains on the Board of Directors, his departure from the audit committee temporarily reduces its size and potentially its independence as defined by Nasdaq.
This event triggers a notice from Nasdaq indicating that Expedia Group no longer meets the requirement for an audit committee composed of at least three independent directors. The company has a cure period until its next annual meeting of stockholders or June 20, 2019, to rectify this situation by filling the vacancy. Investors should monitor Expedia's progress in appointing qualified independent directors to its audit committee to ensure continued compliance with Nasdaq listing standards.
02—Key points
Key Highlights
- Peter M. Kern resigned from Expedia's audit committee on June 20, 2018, in connection with his appointment as Vice Chairman.
- Mr. Kern will continue to serve as a member of the Company's Board of Directors.
- Expedia Group received a notice from Nasdaq confirming non-compliance with Marketplace Rule 5605(c)(2) regarding audit committee independence.
- The non-compliance stems from the audit committee no longer having at least three 'independent directors' as defined by Nasdaq.
- Expedia Group has a cure period until its next annual meeting of stockholders or June 20, 2019, to regain compliance.
- The company intends to fill the audit committee vacancy expeditiously.
03—Questions
Frequently Asked Questions
What is the primary reason for this 8-K filing?
The 8-K filing is primarily to report that Expedia Group, Inc. has notified Nasdaq of a change in its audit committee composition which resulted in a temporary non-compliance with Nasdaq's listing rules regarding audit committee independence. This occurred because Peter M. Kern resigned from the audit committee upon his appointment as Vice Chairman.
Does Peter M. Kern still have a role at Expedia Group?
Yes, Peter M. Kern continues to serve as a member of the Company's Board of Directors, even though he resigned from the audit committee.
What is the specific Nasdaq rule Expedia Group is not complying with?
Expedia Group is not complying with Nasdaq Marketplace Rule 5605(c)(2), which requires the audit committee to be composed of at least three 'independent directors' as defined by Nasdaq rules.
How long does Expedia Group have to fix this issue?
Expedia Group has a cure period, which extends until the earlier of its next annual meeting of stockholders or June 20, 2019, to satisfy Nasdaq's audit committee composition requirements.
04—Continue