8-KShareholder Matters

Expedia Group, Inc. 8-K Report, Shareholder Vote Results (Jun 23, 2026)

Filed June 23, 2026For Securities:EXPE

Summary

Expedia Group, Inc. (EXPE) filed an 8-K on June 23, 2026, reporting the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026. The meeting addressed the election of directors, an advisory vote on executive compensation, and the ratification of the independent registered public accounting firm. A substantial majority of votes cast were in favor of all three proposals, indicating general stockholder confidence in the company's governance and financial oversight. Key outcomes include the successful election of all 11 director nominees, with varying levels of support across different director classes. The advisory vote on executive compensation also passed with strong approval, suggesting alignment between shareholder sentiment and the company's compensation practices. Furthermore, the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2026 was ratified by a significant margin. The report confirms a quorum was met with a high percentage of outstanding shares represented.

Key Highlights

  • 1All 11 director nominees were elected to the Board of Directors.
  • 2The advisory vote on the compensation of named executive officers received strong stockholder approval.
  • 3Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2026.
  • 4A quorum was established with a significant portion of outstanding shares represented at the annual meeting.
  • 5Directors were elected either solely by common stock holders or by common stock and Class B common stock voting together.
  • 6The results indicate broad stockholder support for the company's leadership and financial reporting structure.

Frequently Asked Questions

The key outcomes were the election of all 11 director nominees, the advisory approval of executive compensation, and the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2026. All proposals received a majority of votes in favor.

All 11 director nominees were elected. Three were elected solely by common stock holders (Common Stock Nominees), and eight were elected by common stock and Class B common stock voting together (Combined Stock Nominees). Support levels varied among nominees, with some receiving over 140 million total votes and others receiving closer to 79 million votes.

Yes, the compensation of Expedia Group's named executive officers was approved on an advisory basis by stockholders. The proposal received approximately 129.9 million 'For' votes, significantly outweighing the 'Against' and 'Abstain' votes.

Ernst & Young LLP was ratified as Expedia Group's independent registered public accounting firm for the fiscal year ending December 31, 2026. This appointment was approved by a large majority of stockholders, with over 152 million 'For' votes.