01—Abstract
Summary
Summary of the 8-K filed January 12, 2021. Cited figures are marked; the original filing is the authoritative source.
Expedia Group, Inc. (EXPE) disclosed in an 8-K filing on January 12, 2021, that it is currently out of compliance with Nasdaq's requirement for an audit committee comprised of at least three independent directors.
This situation arose following the resignation of A. George “Skip” Battle from the Board of Directors on January 8, 2021. The company has been notified by Nasdaq and is actively working to fill the vacancy on the audit committee as quickly as possible.
While the company addresses this temporary compliance issue, it has secured a cure period from Nasdaq. Expedia has until the earlier of its next annual meeting of stockholders or January 8, 2022, to rectify the audit committee's composition.
In specific circumstances related to the timing of their next annual meeting, the deadline could be as early as July 7, 2021. Investors should monitor the company's progress in appointing new independent directors to the audit committee to ensure continued listing on the Nasdaq.
02—Key points
Key Highlights
- Expedia Group (EXPE) is non-compliant with Nasdaq Marketplace Rule 5605(c)(2) regarding audit committee independence.
- The non-compliance stems from the resignation of director A. George “Skip” Battle on January 8, 2021.
- Nasdaq has formally notified the Company of the deficiency.
- Expedia intends to fill the audit committee vacancy promptly.
- The Company has a cure period until January 8, 2022, or its next annual meeting of stockholders (with an earlier potential deadline of July 7, 2021) to regain compliance.
- Mr. Battle's resignation was not a result of any disagreement with the Company regarding its operations, policies, or practices.
03—Questions
Frequently Asked Questions
What is the primary reason for Expedia's notification to Nasdaq?
Expedia notified Nasdaq because the resignation of A. George “Skip” Battle from its Board of Directors left the audit committee with fewer than the required three independent directors, thus violating Nasdaq's listing rules.
What is the potential impact of this non-compliance on Expedia's stock listing?
If Expedia fails to regain compliance within the provided cure period, it could face delisting from the Nasdaq. However, the company has a significant timeframe to resolve the issue.
When does Expedia need to resolve the audit committee composition issue?
Expedia has until the earlier of its next annual meeting of stockholders or January 8, 2022, to ensure its audit committee meets Nasdaq's independence requirements. There's a possibility the deadline could be as early as July 7, 2021, depending on when their annual meeting is held.
Are there any concerns about the reasons for Mr. Battle's departure?
No, the filing explicitly states that Mr. Battle's resignation was not due to any disagreement with Expedia Group on any matter relating to the Company’s operations, policies, or practices.
04—Continue