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Expedia Group, Inc. 8-K Report, Executive Changes (Jun 2, 2023)

Filed June 2, 2023For Securities:EXPE

Summary

Expedia Group, Inc. (EXPE) filed an 8-K on June 2, 2023, detailing significant changes in its Board of Directors and stockholder-approved plan amendments. Notably, Samuel Altman resigned from the Board to focus on other business interests, effective June 1, 2023. To fill this vacancy, Alexandr Wang, founder and CEO of Scale AI, was elected to the Board on May 31, 2023. Mr. Wang is considered an independent director and brings extensive experience in artificial intelligence and technology. Furthermore, the company's stockholders approved key equity incentive plans at the 2023 Annual Meeting. This includes the Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan, which increases the authorized shares by 6 million, and amendments to the Employee Stock Purchase Plans (U.S. and International) to increase authorized shares by 1 million. Stockholders also provided an advisory vote of approval for executive compensation and recommended an annual frequency for such votes. The appointment of Ernst & Young LLP as the independent registered public accounting firm was ratified.

Key Highlights

  • 1Samuel Altman resigned from Expedia's Board of Directors on June 1, 2023, citing a need to focus on other business ventures.
  • 2Alexandr Wang, founder and CEO of Scale AI, was elected to the Board of Directors on May 31, 2023, filling the vacancy left by Mr. Altman.
  • 3Mr. Wang is recognized as an independent director and brings a strong background in AI and technology to the Board.
  • 4Expedia stockholders approved the Sixth Amended and Restated 2005 Stock and Annual Incentive Plan, authorizing an additional 6 million shares for issuance.
  • 5Stockholders also approved amendments to the U.S. and International Employee Stock Purchase Plans, authorizing an additional 1 million shares combined.
  • 6An advisory vote on the compensation of named executive officers was approved by stockholders.
  • 7Stockholders recommended, by advisory vote, holding future advisory votes on executive compensation annually.

Frequently Asked Questions

Samuel Altman resigned from the Expedia Group Board of Directors effective June 1, 2023, to focus on his other business interests. The filing explicitly states his resignation was not due to any disagreement with the Company, its management, or the Board.

Alexandr Wang is the founder and CEO of Scale AI, a company focused on accelerating artificial intelligence development. He founded Scale AI at age 19 while a student at MIT. He is considered an independent director and brings significant experience in AI and technology to Expedia's Board.

Expedia's stockholders approved amendments to their stock and annual incentive plans. The 2005 Stock and Annual Incentive Plan was amended to increase the authorized shares by 6 million. Additionally, the Employee Stock Purchase Plans (U.S. and International) were amended to increase authorized shares by a total of 1 million. These changes are intended to provide equity for future compensation and employee incentives.

Expedia's stockholders approved, on an advisory basis, the compensation of the company's named executive officers. They also recommended, by advisory vote, that future advisory votes on executive compensation be held annually.