LIBERTY EXPEDIA HOLDINGS, INC. (NASDAQ:LEXEA) 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.
At Liberty Expedia Holdings, Inc.s (the Company) annual meeting
of stockholders held on June 20, 2017 (the Annual Meeting), the
following proposals were considered and acted upon by the
stockholders of the Company: (1) a proposal to elect John C.
Malone, Stephen M. Brett, Gregg L. Engles, Scott W. Schoelzel and
Christopher W. Shean to continue serving as Common Stock
Directors of the Companys board of directors until the 2018
annual meeting of stockholders or their earlier resignation or
removal; (2) a proposal to adopt the Liberty Expedia Holdings,
Inc. 2016 Omnibus Incentive Plan (the incentive plan proposal);
(3) a proposal to approve, on an advisory basis, the compensation
of the Companys named executive officers as described in the
definitive proxy statement relating to the Annual Meeting under
the heading Executive Compensation (the say-on-pay proposal); (4)
a proposal to approve, on an advisory basis, the frequency at
which future say-on-pay votes will be held (the say-on-frequency
proposal); and (5) a proposal to ratify the selection of KPMG LLP
as the Companys independent auditors for the fiscal year ending
December 31, 2017 (the auditors ratification proposal). The
number of votes cast for, against or withheld, as well as the
number of abstentions and broker non-votes as to each proposal,
are set forth below.
1. Election of the following Nominees to the Companys Board of
Directors
|
Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|
John C. Malone |
38,250,882 |
13,698,789 |
4,232,141 |
|
Stephen M. Brett |
48,976,140 |
2,973,531 |
4,232,141 |
|
Gregg L. Engles |
48,976,659 |
2,973,012 |
4,232,141 |
|
Scott W. Schoelzel |
48,648,773 |
3,300,898 |
4,232,141 |
|
Christopher W. Shean |
50,851,193 |
1,098,478 |
4,232,141 |
Accordingly, the foregoing nominees were re-elected to the
Companys board of directors.
2. The Incentive Plan Proposal
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
54,180,473 |
17,686,408 |
1,606,974 |
4,232,141 |
Accordingly, the incentive plan proposal was approved.
3. The Say-On-Pay Proposal
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
54,864,122 |
16,893,797 |
1,715,936 |
4,232,141 |
Accordingly, the say-on-pay proposal was approved.
4. The Say-On-Frequency Proposal
|
Votes for 3 Years |
Votes for 2 Years |
Votes for 1 Year |
Abstentions |
Broker Non-Votes |
|
40,513,077 |
674,314 |
32,276,037 |
10,427 |
4,232,141 |
Accordingly, the frequency at which future say-on-pay votes will
be held is every 3 years.
5. The Auditors Ratification Proposal
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
76,952,372 |
736,703 |
16,921 |
0 |
Accordingly, the auditors ratification proposal was approved.
2
About LIBERTY EXPEDIA HOLDINGS, INC. (NASDAQ:LEXEA)
Liberty Expedia Holdings, Inc. is a holding company. The Company holds interests in Expedia, Inc. (Expedia) and Bodybuilding.com, LLC (Bodybuilding). The Company’s segments include Bodybuilding and Expedia. Bodybuilding is an Internet retailer of sports, fitness and nutritional supplements. Expedia provides travel and services to leisure and corporate travelers in the United States and abroad, as well as various media and advertising offerings to travel and non-travel advertisers. Bodybuilding hosts an online health-and-fitness publication, offering free fitness content, workout programs, video trainers, recipes, health advice and motivational stories. Expedia has a portfolio of travel brands, including its subsidiaries, which feature a supply portfolio. As of September 30, 2016, its portfolio included over 321,000 properties in approximately 200 countries, 475 airlines, packages, rental cars and cruises, as well as destination services and activities.