Document

DEF 14A 1 expe2021proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

Expedia Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

April 26, 2021

Dear Stockholder:

It is my pleasure to inform you that the 2021 Annual Meeting of Stockholders of Expedia Group, Inc. will again be a completely virtual meeting, conducted solely online on June 9, 2021 beginning at 10:30 a.m., Pacific Time. You will be able to attend the 2021 Annual Meeting by logging in at www.virtualshareholdermeeting.com/EXPE2021.

The attached proxy statement provides information on how to participate in the 2021 Annual Meeting, how to vote your shares, and explains the matters to be voted upon in detail.

Your vote is very important. Whether or not you plan to virtually attend the 2021 Annual Meeting online, please take the time to vote. You may vote over the internet, as well as by telephone, or by mailing a proxy or voting instruction card. If you participate in the 2021 Annual Meeting, you may also vote your shares online at that time if you wish, even if you have previously submitted your vote (other than shares held through the Company’s 401(k) plan, which must be voted prior to the meeting).

Sincerely,

Peter Kern
Vice Chairman and Chief Executive Officer
1111 Expedia Group Way W.
Seattle, Washington 98119

2021 Annual Meeting Details

June 9, 2021

10:30 a.m.

Pacific Time

This Proxy Statement and the 2020 Annual Report are available at:

www.proxyvote.com

Expedia Group, Inc. 1111 Expedia Group Way W.

Seattle, Washington 98119

Notice of 2021 Annual
Meeting of Stockholders

The 2021 Annual Meeting of Stockholders of Expedia Group, Inc., a Delaware corporation, will be held online on June 9, 2021 beginning at 10:30 a.m., Pacific Time (the “2021 Annual Meeting”). There will be no physical location for stockholders to attend. Stockholders may only participate by logging in at www.virtualshareholdermeeting.com/EXPE2021. To participate in the 2021 Annual Meeting, you will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.

Items of business at the 2021 Annual Meeting will be:

To elect the 14 directors named in this proxy statement, each to hold office for a term ending on the date of the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board of Directors);

To approve amendments to the Expedia Group, Inc. 2013 Employee Stock Purchase Plan, as amended and restated, and the Expedia Group, Inc. 2013 International Employee Stock Purchase Plan, as amended and restated, including an amendment to increase the number of shares of Expedia Group common stock authorized for issuance thereunder by 1,000,000;

To ratify the appointment of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for 2021;

To consider a stockholder proposal on political contributions and expenditures, if properly presented at the 2021 Annual Meeting; and

To transact such other business as may properly come before the 2021 Annual Meeting and any adjournments or postponements thereof.

Voting. Only holders of record of outstanding shares of Expedia Group common stock and Class B common stock at the close of business on April 12, 2021 are entitled to notice of and to vote at the 2021 Annual Meeting and any adjournments or postponements thereof. Whether or not you plan to virtually attend the 2021 Annual Meeting, please consider voting prior to the meeting at www.proxyvote.com, by calling 1-800-690-6903 or by completing, signing, dating and returning the proxy card. Returning the proxy card does not deprive you of your right to attend and to vote your shares during the 2021 Annual Meeting.

Proxy Materials. We are furnishing proxy materials to our stockholders primarily via the internet instead of distributing printed copies of those materials to each stockholder. By doing so, we believe we can provide our stockholders with the information they need in a more timely manner than if we had elected to distribute printed materials, while reducing the environmental impact of (and lowering the costs associated with) the distribution of our proxy materials. On or about April 26, 2021, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders entitled to vote at the 2021 Annual Meeting and also provided access to our proxy materials over the internet.

By order of the Board of Directors,

Robert Dzielak | Chief Legal Officer and Secretary

Seattle, Washington

April 26, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY JUNE 9, 2021

The Notice of Annual Meeting, this Proxy Statement and 2020 Annual Report are available at

www.proxyvote.com.

Table of Contents


PROCEDURAL MATTERS			1
202 1 Annual Meeting Information			1
202 1 Annual Meeting Agenda and Voting Recommendations			2
Record Date			2
Quorum			2
Voting Rights			2
Solicitation of Proxies			3
Voting Your Shares			3
Vot es Required and Vot ing Impact of Abstentions and Broker Non-Votes			4
Revocation of Proxies			5
Other Business			5
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS			6
Board of Directors			6
Board Committees			8
Director Nominations			10
Communications with the Board			10
Compensation of Non-Employee Directors			10
Compensation Committee Interlocks and Insider Participation			13
Section 16(a) Beneficial Owner ship Reporting Compliance			13
Code of Ethics			13
Human Capital			13
PROPOSAL 1: ELECTION OF DIRECTORS			15
Nominees			15
Required Vote			23
PROPOSAL 2: APPROVAL OF THE EXPEDIA GROUP, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED AND THE EXPEDIA GROUP, INC. 2013 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN			24
Description of the Amended ESPPs			24
Required Vote			30
PROPOSAL 3 : RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			31
Required Vote			31
Audit Committee Report			31
Fees Paid to Our Independent Registered Public Accounting Firm			32
Audit Committee Review and Pre-Approval of Independent Registered Public Accounting Firm Fees			32
PROPOSAL 4: STOCKHOLDER PROPOSAL ON POLITICAL CONTRIBUTIONS AND EXPENDITURES			33
Required Vote			34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			35
Beneficial Ownership Table			36
I NFORMATION CONCERNING E XECUTIVE OFFICERS			38
COMPENSATION DISCUSSION AND ANALYSIS			39
Overview			39
Compensation Program Philosophy and Objective s			40


Expedia Group			i			2021 Proxy Statement


Role of the Compensation Committee			40
Role of Executive Officers			40
Role of Compensation Consultants			40
Role of Stockholder Say-on-Pay Votes			41
Role of Peer Groups, Surveys and Benchmarking			41
Compensation Program Elements			42
Other Executive Compensation Practices and Policies			48
Change in Control			49
Severance			49
2021 Compensation Events			50
COMPENSATION COMMITTEE REPORT			52
EXECUTIVE COMPENSATION			53
20 20 Summary Compensation Table			53
20 20 Grants of Plan-Based Awards			55
Outstanding Equity Awards at 20 20 Year-End			57
20 20 Option Exercises and Stock Vested			59
Potential Payments Upon Termination or Change in Control			60
Estimated Potential Payments Upon Termination or Change in Control			63
Pay Ratio Disclosure			66
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			67
Review and Approval or Ratification of Related Person Transactions			67
Relationships Involving Significant Stockholders, Named Executive Officers and Directors			67
OTHER MATTERS			70
Equity Compensation Plan Information			70
Annual Reports			70
Householding			70
Proposals by Stockholders for 202 2 Annual Meeting			71
APPENDIX A - EXPEDIA GROUP, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED			72
APPENDIX B - EXPED

SEC Form DEF 14A filed by Expedia Group, Inc.