EXPEDIA, INC. (NASDAQ:EXPE) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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EXPEDIA, INC. (NASDAQ:EXPE) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07.

Submission of Matters to a Vote of Security Holders.
Expedia, Inc. (Expedia) held its annual meeting of stockholders
on June 13, 2017 (the Annual Meeting). At the Annual Meeting,
126,200,996 shares of Expedia common stock (generally entitled to
one vote per share) and 12,799,999 shares of Expedia Class B
common stock (generally entitled to ten votes per share) were
represented and voted on each proposal presented as follows:
Proposal 1 Election of Directors. The stockholders elected
fourteen directors of Expedia, four of whom were elected by
holders of common stock only (Common Stock Nominees), and ten of
whom were elected by holders of common stock and Class B common
stock voting together as a single class (Combined Stock
Nominees), each to hold office until the next annual meeting of
stockholders or until their successors have been duly elected and
qualified (or, if earlier, such directors removal or resignation
from the Board of Directors). Stockholders voted as follows:
For
Withheld
Broker Non-Votes
Common Stock Nominees
Susan C. Athey
116,797,503
2,287,622
7,115,871
A. George Skip Battle
116,223,732
2,861,393
7,115,871
Craig A. Jacobson
116,184,952
2,900,173
7,115,871
Peter M. Kern
110,986,373
8,098,752
7,115,871
Combined Stock Nominees
Barry Diller
204,223,689
42,861,426
7,115,871
Victor A. Kaufman
182,805,555
64,279,560
7,115,871
Dara Khosrowshahi
213,136,692
33,948,423
7,115,871
Pamela L. Coe
202,232,575
44,852,540
7,115,871
Chelsea Clinton
234,825,156
12,259,959
7,115,871
Jonathan L. Dolgen
241,585,646
5,499,469
7,115,871
John C. Malone
195,436,950
51,648,165
7,115,871
Scott Rudin
244,913,929
2,171,186
7,115,871
Christopher W. Shean
201,577,081
45,508,034
7,115,871
Alexander von Furstenberg
204,322,801
42,762,314
7,115,871
Proposal 2 Advisory Vote on Executive Compensation. The
stockholders approved, on an advisory basis, the compensation of
Expedias named executive officers as disclosed in Expedias proxy
statement. Stockholders voted as follows:
For
Against
Abstain
Broker
Non-Votes
194,160,918
52,825,429
98,768
7,115,871
Proposal 3 Advisory Vote on the Frequency of Future Advisory
Votes on the Compensation of our Named Executive Officers. The
stockholders recommended, on an advisory basis, a frequency of
every three years for the advisory vote on the compensation of
the Expedias named executive officers. Stockholders voted as
follows:
One Year
Two Years
Three Years
Abstain
Broker
Non-Votes
66,380,377
362,728
180,287,025
54,985
7,115,871
Proposal 4 Ratification of appointment of independent registered
public accounting firm. The stockholders ratified the appointment
of Ernst Young LLP as Expedias independent registered public
accounting firm for the year ending December 31, 2017.
Stockholders voted as follows:
For
Against
Abstain
Broker
Non-Votes
253,378,356
758,998
63,632
N/A
Proposal 5 Stockholder Proposal – Reporting Political
Contributions and Expenditures. The stockholders rejected a
proposal seeking a report on political contributions and
expenditures. Stockholders voted as follows:
For
Against
Abstain
Broker
Non-Votes
33,809,071
212,007,696
1,268,348
7,115,871
Disclosure Regarding Frequency of Stockholder Advisory Vote on
Executive Compensation
Based on these results, and consistent with the recommendation of
the Expedia Board of Directors, Expedia intends to continue to
hold stockholder advisory votes on executive compensation every
three years. Accordingly, the next stockholder advisory vote on
executive compensation is scheduled to be held at the Expedias
2020 Annual Meeting of Stockholders. The next required
stockholder advisory vote regarding the frequency interval is
scheduled to be held in six years at the Expedias 2023 Annual
Meeting of Stockholders.


About EXPEDIA, INC. (NASDAQ:EXPE)

Expedia, Inc. is an online travel company. The Company makes travel products and services available, on a standalone and package basis, provided by various lodging properties, airlines, car rental companies, destination service providers, cruise lines and other travel product and service companies. Its Core OTA segment provides a range of travel and advertising services, through a range of brands, including Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com Websites throughout the world, Orbitz.com, Expedia Affiliate Network, Hotwire.com, Travelocity, Venere, Wotif Group, CarRentals.com, and Classic Vacations. Its trivago segment sends referrals to online travel companies and travel service providers from its hotel metasearch Websites. Its Egencia segment, which also includes Orbitz for Business, provides managed travel services to corporate customers. Its HomeAway segment operates an online marketplace for the vacation rental industry.