8-K – 2026-06-23 – expe-20260617.htm

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expe-20260617 0001324424 false 0001324424 2026-06-17 2026-06-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 17, 2026

EXPEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware   001-37429   20-2705720
(State or other jurisdiction
of incorporation)   (Commission
File Number)   (I.R.S. Employer
Identification No.)

1111 Expedia Group Way W.
Seattle , Washington 98119
(Address of principal executive offices) (Zip code)
( 206 ) 481-4252
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading symbol(s)
Name of each exchange on which registered

Common stock, $0.0001 par value
EXPE
Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.    Submission of Matters to a Vote of Security Holders.

On June 17, 2026, Expedia Group, Inc. (the “ Company ”) held its 2026 Annual Meeting of Stockholders (the “ 2026 Annual Meeting ”). Stockholders voted on three proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2026 (the “ 2026 Proxy Statement ”). The certified results are set forth below.

At the close of business on April 20, 2026, the record date for determining stockholders entitled to vote at the 2026 Annual Meeting, there were 114,498,625 shares of the Company’s common stock and 5,523,452 shares of the Company’s Class B common stock outstanding and entitled to vote. Each share of common stock was entitled to one vote and each share of Class B common stock was entitled to 10 votes. Holders of 103,236,367 shares of common stock and 5,523,452 shares of Class B common stock were represented in person or by proxy, representing 158,470,887 total votes and constituting a quorum.
Proposal 1 – Election of Directors . Stockholders elected 11 directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders or until their successors are duly elected and qualified (or, if earlier, their removal or resignation). Three directors were elected solely by holders of common stock (the “ Common Stock Nominees ”) and eight directors were elected by holders of common stock and Class B common stock voting together as a single class (the “ Combined Stock Nominees ”). Votes were as follows:
For Withheld Broker Non-Votes
Common Stock Nominees
   M. Moina Banerjee 92,243,545 1,525,514 9,467,308
   Henrique Dubugras 92,642,843 1,126,216 9,467,308
   Patricia Menendez Cambo 92,623,728 1,145,331 9,467,308
Combined Stock Nominees
   Beverly Anderson 147,578,203 1,425,376 9,467,308
   Chelsea Clinton 144,151,665 4,851,914 9,467,308
   Barry Diller 119,501,399 29,502,180 9,467,308
   Ariane Gorin 146,983,041 2,020,538 9,467,308
   Craig Jacobson 116,582,254 32,421,325 9,467,308
   Dara Khosrowshahi 130,297,391 18,706,188 9,467,308
   Alex von Furstenberg 138,486,428 10,517,151 9,467,308
   Alexandr Wang 79,243,531 69,760,048 9,467,308

Proposal 2 – Advisory vote on the compensation of the Company's named executive officers . Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement by voting as follows:
For Against Abstain Broker Non-Votes
129,923,391 15,369,867 3,710,321 9,467,308

Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm . Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by voting as follows:
For Against Abstain
152,960,795 5,001,905 508,187

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

EXPEDIA GROUP, INC.

By: /s/ Robert Dzielak
Robert Dzielak
Chief Legal & People Officer, and Secretary

Dated: June 22, 2026