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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-2705720
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class:
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Name of each exchange on which registered:
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Common stock, $0.0001 par value
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The Nasdaq Global Select Market
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Expedia Group, Inc. 2.500% Senior Notes due 2022
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Class
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Outstanding Shares at April 19, 2019
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Common stock, $0.0001 par value per share
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136,007,689
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Class B common stock, $0.0001 par value per share
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12,799,999
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Page
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Part III.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV.
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Item 15.
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Signatures
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Name
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Age
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Position With Expedia Group, Inc.
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Robert J. Dzielak
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48
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Chief Legal Officer and Secretary
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Alan R. Pickerill
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52
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Executive Vice President, Chief Financial Officer and Treasurer
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Lance A. Soliday
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46
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Senior Vice President, Chief Accounting Officer and Controller
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Name
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Audit Committee
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Compensation Committee
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Section 16 Committee
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Executive Committee
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Barry Diller
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—
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—
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—
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X
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Peter M. Kern
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—
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—
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—
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X
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Mark D. Okerstrom
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—
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—
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—
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X
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Susan C. Athey
(1)
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—
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—
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—
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—
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A. George “Skip” Battle
(1)
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X (Chairman)
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—
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—
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—
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Courtnee A. Chun
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—
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—
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—
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—
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Chelsea Clinton
(1)
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—
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X
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X
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—
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Pamela L. Coe
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—
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X
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—
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—
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Jonathan L. Dolgen
(1)
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—
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X (Co-Chair)
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X (Co-Chair)
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—
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Craig A. Jacobson
(1)
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X
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X (Co-Chair)
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X (Co-Chair)
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—
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Victor A. Kaufman
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—
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—
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—
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—
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Dara Khosrowshahi
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—
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—
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—
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—
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Scott Rudin
(1)(2)
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—
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—
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—
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—
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Christopher W. Shean
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—
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—
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—
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—
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Alexander von Furstenberg
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—
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—
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—
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—
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(1)
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Independent director.
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(2)
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Resigned from the Board, effective March 19, 2019.
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Name
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Position With Expedia Group, Inc.
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Barry Diller
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Chairman/Senior Executive
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Peter M. Kern
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Vice Chairman
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Mark D. Okerstrom
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President and Chief Executive Officer
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Robert J. Dzielak
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Chief Legal Officer and Secretary
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Alan R. Pickerill
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Executive Vice President, Chief Financial Officer and Treasurer
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•
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Expedia Group maintains its ability to attract and retain outstanding employees in executive positions;
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•
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the compensation provided to Expedia Group’s executives remains competitive with the compensation paid to similarly situated executives at comparable companies; and
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•
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Expedia Group’s compensation programs are applied in an internally consistent manner and fall within pre-established cash and equity compensation budgets.
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•
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Data from salary and equity compensation surveys that include companies of a similar size, based on market capitalization, revenues and other factors; and
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•
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Data regarding compensation for comparable executive officer positions from recent proxy statements and other SEC filings of peer companies, which include:
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◦
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direct industry competitors,
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◦
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non-industry companies with which Expedia Group commonly competes for talent (including both regional and national competitors), and
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◦
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data regarding compensation levels for all our employees.
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Activision Blizzard, Inc.
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Marriott International Inc.
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Booking Holdings, Inc.
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Netflix, Inc.
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Adobe Systems Incorporated
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PayPal Holdings, Inc.
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Alliance Data Systems Corporation
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salesforce.com, inc.
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eBay, Inc.
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TripAdvisor, Inc.
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Electronic Arts Inc.
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Vmware, Inc
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First Data Corporation
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Wyndham Worldwide Corporation
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Hilton Worldwide Holdings, Inc.
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Zillow Group, Inc.
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Intuit Inc.
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Booking Holdings, Inc.
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Marriott International, Inc.
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Charles Schwab
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News Corporation
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DISH Network Corporation
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Twitter, Inc.
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Host Hotels & Resorts, Inc.
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Starbucks Corporation
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Hyatt Hotels Corporation
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Zillow Group, Inc.
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•
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the executive’s total compensation relative to other executives in similarly situated positions;
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•
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individual performance of the executive;
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•
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the executive’s responsibilities, prior experience, and individual compensation history, including any additional compensation such as signing bonuses or relocation benefits;
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•
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the terms of the executive’s employment agreement, if any;
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•
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general economic conditions;
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•
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competitive compensation market data, when available; and
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•
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the recommendations of the Chief Executive Officer, other than in connection with compensation for himself, the Chairman/Senior Executive and the Vice Chairman.
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•
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Expedia Group’s business and financial performance, including year-over-year performance;
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•
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the executive’s target cash bonus percentage, if any;
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•
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the executive’s individual performance;
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•
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the terms of the executive’s employment agreement or separation arrangements, if applicable;
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•
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the overall funding of the cash bonus pool;
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•
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amount of bonus relative to other Company executives;
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•
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general economic conditions;
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•
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competitive compensation market data, when available; and
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•
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the recommendations of the Chief Executive Officer and Chairman/Senior Executive, which do not include recommendations regarding their own compensation.
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•
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Financial Performance
: The Company’s 2018 full-year financial performance included a 12% increase in revenue, a 15% increase in adjusted EBITDA, and a 35% increase in adjusted earnings per share growth, in each case as compared with the prior-year period.
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•
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Strategic Initiatives
: The Company’s launch of a new Expedia Group identity and alignment around new purpose, vision, guiding principles and strategic imperatives, including a focus on expansion efforts in identified priority markets, and Expedia Group platform capabilities.
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•
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Lodging Portfolio Growth
: The Company accelerated the expansion of its supply footprint and functionality, including adding approximately 200,000 new properties and integrating an additional 218,000 HomeAway properties, pushing the total property count on the Expedia Group platform to over 1 million.
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•
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Expedia Group’s business and financial performance, including year-over-year performance;
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•
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dilution rates, taking into account projected headcount changes and employee turnover;
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•
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non-cash compensation as a percentage of adjusted EBITDA;
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•
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equity compensation utilization by peer companies;
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•
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general economic conditions; and
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•
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competitive compensation market data regarding award values.
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•
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individual performance and future potential of the executive;
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•
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the overall size of the equity grant pool;
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•
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award value relative to other Company executives;
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•
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the value of previous grants and amount of outstanding unvested equity awards;
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•
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competitive compensation market data, where comparable; and
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•
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the recommendations of the Chief Executive Officer, other than in connection with compensation for himself, the Chairman/Senior Executive and the Vice Chairman.
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•
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200,000 stock options granted to Mr. Okerstrom that vest 100% on the fourth anniversary of the grant date, and 40,502 stock options granted to each of Messrs. Dzielak and Pickerill that vest 50% on each of the second and fourth anniversaries of the date of grant, subject in all cases to the executive’s continued employment with the Company (the “
2018 Cliff Vest Options
”); and
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•
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200,000 stock options granted to Mr. Okerstrom and 51,280 stock options granted to each of Messrs. Dzielak and Pickerill, with 50% of each grant subject to the satisfaction of a stock price goal of $200 on September 15, 2021 (a 91% increase to the closing price of Expedia Group’s common stock on the date of grant), and with the remaining 50% of each grant subject to the satisfaction of a stock price goal of $180 on September 30, 2021 (a 72% increase to the closing price of Expedia Group’s common stock on the date of grant), with satisfaction of the stock price goal in each case measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding the applicable vest date (the “
2018 Performance Options
” and together with the Cliff Vest Options, the “
2018 Special Stock Option Awards
”).
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•
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the desire to retain the executives’ services for the long-term, as reflected in the extended vesting schedule for both service-based and performance-based awards;
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•
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alignment of performance-based compensation for senior executives with performance-based compensation of the Chief Executive Officer;
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•
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the additional incentive to create significant stockholder value by virtue of the stock price performance goals applicable to the 2018 Performance Options, which represented significant increase in the Company’s stock price over the then current market price; and
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•
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the Committees’ substantial desire to retain the services of key executives for the long-term, as reflected in the extended vesting schedule for both the 2018 Cliff Vest Options and the 2018 Performance Options.
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•
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401(k) Match
: All domestic Expedia Group employees, including executives, who participate in Expedia Group’s 401(k) Retirement Program are eligible for Company matching contributions. Expedia Group matches 50% of each dollar a participant contributes, up to the first 6% of eligible compensation, subject to applicable Internal Revenue Service limits.
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•
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Personal Use of Corporate Aircraft
: Executives may receive benefits attributable to the personal use of certain aircraft, including aircraft jointly owned by Expedia Group and IAC. Pursuant to Company policy, Mr. Diller is required to travel on corporate aircraft for business and personal purposes, and the Company’s Chief Executive Officer and other senior executives are encouraged to travel on corporate aircraft for business and personal purposes when doing so would serve the interests of the Company. In addition to serving general security interests, this means of travel permits Mr. Diller and other executives to travel non-stop and without delay, to remain in contact with Expedia Group while traveling, to change plans quickly in the event Company business requires, and to conduct confidential Company business while flying, be it telephonically, by email or in person. These interests are furthered on both business and personal flights, as Mr. Diller and other executives typically provide services to Expedia Group while traveling in either case. Nonetheless, the incremental cost to Expedia Group of executive’s travel for personal purposes during 2018 is reflected as compensation from Expedia Group, and is taken into account in establishing executive’s overall compensation package. For personal use of Company-owned aircraft during 2018, Mr. Okerstrom reimbursed the Company an amount permitted under applicable rules of the Federal Aviation Administration for his personal use of the aircraft. See the disclosure under the section "
Relationships Involving Significant Stockholders, Named Executives and Directors-Relationships Involving Mr. Okerstrom
."
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•
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Expedia Group will continue to pay base salary to (i) Messrs. Okerstrom and Pickerill through the longer of the end of the term of the employment agreement (subject to a maximum of 36 months for Mr. Okerstrom only) and 12 months, and (ii) to Mr. Dzielak for 12 months, except that Expedia Group may, at its sole discretion, choose to extend the payment period to 18 months (whether 12 or 18 months, the “
Dzielak Continuation Period
”), in each case payable in equal biweekly installments and provided that such payments will be offset by any amount earned by the executive from another employer during the relevant period;
|
•
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Expedia Group will consider in good faith the payment of discretionary bonuses on a pro rata basis for the year in which termination of employment occurs, payable in a lump sum at the time such annual bonus would otherwise have been paid;
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•
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Expedia Group will pay an amount equal to COBRA health insurance coverage for a period of 12 months for Messrs. Okerstrom and Pickerill and for the Dzielak Continuation Period for Mr. Dzielak, in each case payable in a lump sum;
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•
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except as described below with respect to certain long-term incentive stock option awards, all equity holdings that otherwise would have vested during the 12-month period following termination of employment will accelerate, provided that equity awards that vest less frequently than annually will be treated as though such awards vested annually; and
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•
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Messrs. Okerstrom, Dzielak and Pickerill will have 18 months following the date of termination to exercise any vested stock options (including stock options accelerated pursuant to the terms of the executive’s employment agreement) or, if earlier, through the scheduled expiration date of the options.
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•
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performance-based and service-based stock options granted to Mr. Okerstrom on March 7, 2016;
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•
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performance-based options granted to Mr. Okerstrom on September 15, 2017;
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•
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2018 Performance-Based Options granted to Messrs. Okerstrom, Dzielak and Pickerill;
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•
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2018 Cliff-Vest Options granted to Messrs. Dzielak and Pickerill; and
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•
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cliff-vest restricted stock units granted to Mr. Kern on August 17, 2018.
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Name and Principal Position
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Year
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Salary
($)(1)
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Bonus
($)(2)
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Stock Awards ($)(3)
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Option Awards ($)(3)
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All Other Compensation ($)(4)
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Total
($)
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Barry Diller
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2018
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465,000
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2,500,000
|
—
|
—
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652,100
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3,617,100
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Chairman and Senior Executive
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2017
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465,000
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1,000,000
|
—
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6,840,950
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560,895
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8,866,845
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2016
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465,000
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1,000,000
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—
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6,465,841
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618,785
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8,549,626
|
|
|
|
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Peter M. Kern
|
2018
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43,764
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—
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6,809,927
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—
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45,000
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6,898,691
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Vice Chairman
(appointed June 2018)
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|
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Mark D. Okerstrom
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2018
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1,000,000
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3,000,000
|
—
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9,078,946
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10,616
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13,089,562
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President and Chief Executive Officer (
former
Chief Financial Officer)
|
2017
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824,039
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1,250,000
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3,480,000
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25,158,318
|
8,100
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30,720,457
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2016
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750,000
|
750,000
|
—
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16,632,057
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54,333
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18,186,390
|
|
|
|
|
|
|
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Robert J. Dzielak
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2018
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680,769
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925,000
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1,295,223
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4,290,208
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5,788
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7,196,988
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Chief Legal Officer and Secretary
|
2017
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595,193
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600,000
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—
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2,007,402
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5,683
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3,208,278
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2016
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575,000
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575,000
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—
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2,031,978
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5,683
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3,187,661
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|
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|
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Alan R. Pickerill
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2018
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510,577
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512,500
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1,028,801
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3,253,570
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7,087
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5,312,535
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Executive Vice President, Chief Financial Officer, and Treasurer (appointed September 2017)
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2017
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346,654
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325,000
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—
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2,009,143
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6,202
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2,686,999
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(1)
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The amounts in the Salary column reflect base salary earned during the relevant fiscal year, other than for Mr. Kern. For Mr. Kern, the amount in the Salary column reflects fees for his services as a non-employee director from January 1, 2018 to June 20, 2018 under the Company’s non-employee director compensation program.
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(2)
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The amounts in the Bonus column reflect annual cash bonuses paid to named executive officers for performance in the relevant fiscal year.
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(3)
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Reflects aggregate grant date fair value of awards granted in the year indicated, computed in accordance with FASB ASC Topic 718. The grant date fair value of awards reflects an estimate as of the grant date and may not correspond to the actual value that will be recognized by the named executive officers. For Mr. Kern, the amounts in the Stock Awards column reflect the sum of RSUs awarded for his service as a non-employee director on June 1, 2018 and RSUs awarded on August 17, 2018 following his appointment as Vice Chairman. For details regarding the assumptions used to calculate these amounts in 2018, see footnote 4 to the table below titled, “
2018 Grants of Plan-Based Awards.
”
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(4)
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Additional information regarding certain components of amounts reflected in the “
All Other Compensation
” is as follows:
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Barry
Diller
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Peter M.
Kern
|
Mark D.
Okerstrom
|
Robert J.
Dzielak
|
Alan R.
Pickerill
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Corporate Aircraft
(a)
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$598,016
|
—
|
—
|
—
|
—
|
401(k) Company Match
(b)
|
—
|
—
|
$7,096
|
$5,788
|
$7,087
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Miscellaneous
(c)
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$54,084
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$45,000
|
$3,520
|
—
|
—
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(a)
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Reflects the incremental cost to Expedia Group for personal use of corporate aircraft jointly owned by each of Expedia Group and IAC (or charter aircraft in the event the jointly-owned aircraft are temporarily unavailable). In 2018, the incremental cost to Expedia Group for Messrs. Diller’s and Okerstrom’s personal use of these aircraft is based on the average variable operating cost to Expedia Group. Variable operating costs include fuel, certain maintenance costs, navigation fees, onboard catering, landing fees, crew travel expenses and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of hours such aircraft flew to derive an average variable cost per hour. This average variable cost per hour is then multiplied by the hours flown for personal use (for the jointly-owned aircraft, including repositioning flights, commonly referred to as
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(b)
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Represents matching contributions of Expedia Group under the Company’s 401(k) Retirement Savings Plan. Under this plan as in effect through December 31, 2018, Expedia Group matches $0.50 for each dollar a participant contributes, up to the first 6% of eligible compensation, subject to limits imposed by the Internal Revenue Code.
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(c)
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For Mr. Diller, “Miscellaneous” represents the total amount of other benefits provided to Mr. Diller, none of which individually exceeded 10% of the total value of all perquisites and personal benefits. In connection with the IAC/Expedia Group Spin-Off, Expedia Group and IAC agreed that, in light of Mr. Diller’s senior role at both companies and his anticipated use of certain resources for the benefit of both companies, certain expenses associated with such usage would be shared between Expedia Group and IAC. Mr. Diller is provided with the use of certain automobiles for business and personal purposes and certain IAC-owned office space and IT equipment for use by certain individuals who work for Mr. Diller personally. In 2018, Expedia Group and IAC covered 50% and 50% of these costs, respectively. For Mr. Okerstrom, “Miscellaneous” represents the cost of certain personal security services paid by the Company for Mr. Okerstrom and his family when traveling outside of the U.S. For Mr. Kern, “Miscellaneous” represents the cash compensation received for service on the trivago N.V. Supervisory Board in 2018.
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Name
|
Grant Date
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All Other Option Awards: Number of Securities Underlying Options (#)(2)
|
Exercise
Price or Base Price of Option Awards
($/Sh)
|
Closing Market Price on Date of Grant ($)
|
Estimated Future
Payouts Under Equity
Incentive Plan
Awards(#)(3)
|
Grant Date
Fair Value of
Awards
($)(4)
|
|
|
|
|
|
|
|
Peter M. Kern-
Director RSUs
(1)
|
06/01/2018
|
—
|
—
|
120.02
|
2,065
|
249,927
|
Peter M. Kern-
Cliff-Vest RSUs
(1)
|
08/17/2018
|
—
|
—
|
131.03
|
50,000
|
6,560,000
|
Mark D. Okerstrom-
Cliff-Vest Options
|
03/02/2018
|
200,000
|
104.50
|
104.50
|
—
|
5,118,946
|
Mark D. Okerstrom-
Performance Options
|
03/02/2018
|
200,000
|
104.50
|
104.50
|
—
|
3,960,000
|
Robert J. Dzielak-
Incremental Vesting Options
|
03/02/2018
|
81,004
|
104.50
|
104.50
|
—
|
2,073,276
|
Robert J. Dzielak-
Cliff-Vest Options
|
03/02/2018
|
40,502
|
104.50
|
104.50
|
—
|
1,201,588
|
Robert J. Dzielak-
Performance Options
|
03/02/2018
|
51,280
|
104.50
|
104.50
|
—
|
1,015,344
|
Robert J. Dzielak-
Incremental Vesting RSUs
|
03/02/2018
|
—
|
—
|
104.50
|
12,747
|
1,295,223
|
Alan R. Pickerill-
Incremental Vesting Options
|
03/02/2018
|
40,502
|
104.50
|
104.50
|
—
|
1,036,638
|
Alan R. Pickerill-
Cliff-Vest Options
|
03/02/2018
|
40,502
|
104.50
|
104.50
|
—
|
1,201,588
|
Alan R. Pickerill-
Performance Options
|
03/02/2018
|
51,280
|
104.50
|
104.50
|
—
|
1,015,344
|
Alan R. Pickerill-
Incremental Vesting RSUs
|
03/02/2018
|
—
|
—
|
104.50
|
10,125
|
1,028,801
|
(1)
|
Mr. Kern received the Director RSU award for his service as a non-employee director under the Company’s non-employee director compensation program on June 1, 2018, and received the Cliff-Vest RSU award following his appointment as Vice Chairman on June 20, 2018.
|
(2)
|
All options have a seven-year term and all options, other than the Performance Options and the Cliff-Vest Options granted to Messrs. Okerstrom, Dzielak and Pickerill on March 2, 2018, vest equally on February 15 in each of the first four years following the date of grant. The Performance Options granted on March 2, 2018 to Messrs. Okerstrom, Dzielak and Pickerill are subject to the following vesting schedule: 50% of each grant is subject to the satisfaction of a stock price goal of $200 on September 15, 2021 and the remaining 50% of each grant is subject to the satisfaction of a stock price goal of $180 on September 30, 2021, with satisfaction of the stock price goal in each case measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding the applicable vest date. The Cliff-Vest Options granted on March 2, 2018 to Mr. Okerstrom vest 100% on the fourth anniversary of the grant date. The Cliff-Vest Options granted on March 2, 2018 to Messrs. Dzielak and Pickerill vest 50% on each of the second and fourth anniversaries of the date of grant. In each case, vesting is also subject to the continued employment of the optionee with the Company.
|
(3)
|
Represents the number of shares of Expedia Group common stock to be issued upon satisfaction of the conditions to vesting, without taking into account shares withheld to cover taxes, if any. The Incremental Vesting RSUs awarded on March 2, 2018 to Mr. Dzielak and to Mr. Pickerill vest annually over four years subject to the executive’s continued employment with the Company. The Director RSUs awarded to Mr. Kern on June 1, 2018 vest in three equal installments commencing on the first anniversary of the grant date, subject to his continued service with the Company. The Cliff-Vest RSUs awarded on August 17, 2018 to Mr. Kern vest 100% on June 20, 2021, subject to his continued employment or service with the Company.
|
(4)
|
These amounts reflect an estimate of the grant date fair value and may not correspond to the actual value that will be recognized by the named executive officers. For stock options, reflects the full grant date fair value, calculated in accordance with FASB ASC Topic 718 using a Black-Scholes option valuation methodology, except for Performance Options granted to Messrs. Okerstrom, Dzielak and Pickerill on March 2, 2018, each of which uses the Monte Carlo valuation model. The Black-Scholes model incorporates various other assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on historical volatility of our common stock and other relevant factors. The expected term is based on our historical experience and on the terms and conditions of the stock option awards granted to employees. For option awards granted to the named executive officers during 2018, the Black-Scholes and Monte Carlo option pricing model assumptions were as follows:
|
|
Grant Date
|
Expected Term (years)
|
Risk-Free Interest Rate (%)
|
Expected Volatility (%)
|
Assumed Annual Dividend Rate
(% of grant date closing price)
|
Mark D. Okerstrom-
Cliff-Vest Options
|
03/02/2018
|
3.50
|
2.43
|
32.33
|
1.15
|
Robert J. Dzielak and Alan R. Pickerill-
Cliff-Vest Options
|
03/02/2018
|
4.40
|
2.54
|
33.88
|
1.15
|
Mark D. Okerstrom, Robert J. Dzielak and Alan R. Pickerill-
Performance Options
|
03/02/2018
|
5.29
|
2.64
|
35.42
|
0.85
|
Robert J. Dzielak and Alan R. Pickerill-
Incremental Vesting Options
|
03/02/2018
|
3.50
|
2.43
|
32.33
|
1.15
|
|
|
Option Awards
|
|
|
Stock Awards
|
||||||||
|
|
|
|
|
|
|
|
Equity Incentive Plan Awards:
|
|||||
Name
|
Grant Date (1)
|
Number of Securities Underlying
Unexercised Options
(#)
Exercisable
|
|
Number of Securities Underlying Unexercised
Options
(#)
Unexercisable
|
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Barry Diller
|
03/13/2013
|
100,000
|
(2)
|
—
|
|
65.75
|
|
03/13/2020
|
—
|
|
—
|
||
|
02/26/2014
|
100,000
|
(2)
|
—
|
|
78.52
|
|
02/26/2021
|
—
|
|
—
|
||
|
02/27/2015
|
112,500
|
|
37,500
|
(3)
|
91.75
|
|
02/27/2022
|
—
|
|
—
|
||
|
02/25/2016
|
75,000
|
|
75,000
|
(3)
|
105.13
|
|
02/25/2023
|
—
|
|
—
|
||
|
02/28/2017
|
37,500
|
|
112,500
|
(3)
|
119.04
|
|
02/28/2024
|
—
|
|
—
|
||
|
|
|
|
|
|
|
|
|
|
|
|||
Peter M. Kern
|
06/01/2016
|
—
|
|
—
|
|
—
|
—
|
749
|
(9)
|
84,375
|
|
||
|
03/06/2017
|
24,712
|
|
49,423
|
(14)
|
12.14
|
|
03/06/2024
|
—
|
|
—
|
||
|
06/01/2017
|
—
|
|
—
|
|
—
|
—
|
1,159
|
(9)
|
130,561
|
|
||
|
12/20/2017
|
—
|
|
125,520
|
(14)
|
7.17
|
|
12/20/2024
|
—
|
|
—
|
||
|
06/01/2018
|
—
|
|
—
|
|
—
|
—
|
2,065
|
(9)
|
232,622
|
|
||
|
08/17/2018
|
—
|
|
—
|
|
—
|
—
|
50,000
|
(13)
|
5,632,500
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||
Mark D. Okerstrom
|
02/28/2012
|
25,000
|
(4)
|
—
|
|
33.79
|
|
02/28/2019
|
—
|
|
—
|
||
|
03/13/2013
|
100,000
|
(2)
|
—
|
|
65.75
|
|
03/13/2020
|
—
|
|
—
|
||
|
02/26/2014
|
100,000
|
(2)
|
—
|
|
78.52
|
|
02/26/2021
|
—
|
|
—
|
||
|
03/06/2014
|
50,000
|
(2)
|
—
|
|
74.71
|
|
03/06/2021
|
—
|
|
—
|
||
|
02/27/2015
|
86,250
|
|
28,750
|
(3)
|
91.75
|
|
02/27/2022
|
—
|
|
—
|
||
|
02/25/2016
|
57,500
|
|
57,500
|
(3)
|
105.13
|
|
02/25/2023
|
—
|
|
—
|
||
|
03/07/2016
|
—
|
|
225,000
|
(5)
|
105.39
|
|
03/07/2023
|
—
|
|
—
|
||
|
03/07/2016
|
—
|
|
175,000
|
(6)
|
105.39
|
|
03/07/2023
|
—
|
|
—
|
||
|
02/28/2017
|
33,750
|
|
101,250
|
(3)
|
119.04
|
|
02/28/2024
|
—
|
|
—
|
||
|
09/15/2017
|
75,000
|
|
225,000
|
(2)
|
142.13
|
|
09/15/2024
|
—
|
|
—
|
||
|
09/15/2017
|
—
|
|
300,000
|
(7)
|
142.13
|
|
09/15/2024
|
—
|
|
—
|
||
|
09/15/2017
|
—
|
|
—
|
|
—
|
—
|
25,000
|
(8)
|
2,816,250
|
|
||
|
03/02/2018
|
—
|
|
200,000
|
(10)
|
104.50
|
|
03/02/2025
|
—
|
|
—
|
||
|
03/02/2018
|
—
|
|
200,000
|
(12)
|
104.50
|
|
03/02/2025
|
—
|
|
—
|
||
|
|
|
|
|
|
|
|
|
|
|
|||
Robert J. Dzielak
|
03/13/2013
|
35,232
|
(2)
|
—
|
|
65.75
|
|
03/13/2020
|
—
|
|
—
|
||
|
02/26/2014
|
65,000
|
(2)
|
—
|
|
78.52
|
|
02/26/2021
|
—
|
|
—
|
||
|
02/27/2015
|
48,750
|
|
16,250
|
(3)
|
91.75
|
|
02/27/2022
|
—
|
|
—
|
||
|
02/27/2015
|
—
|
|
—
|
|
—
|
—
|
2,898
|
(3)
|
326,460
|
|
||
|
02/25/2016
|
35,000
|
|
35,000
|
(3)
|
105.13
|
|
02/25/2023
|
—
|
|
—
|
||
|
02/28/2017
|
17,500
|
|
52,500
|
(3)
|
119.04
|
|
02/28/2024
|
—
|
|
—
|
||
|
03/02/2018
|
—
|
|
81,004
|
(3)
|
104.50
|
|
03/02/2025
|
—
|
|
—
|
||
|
03/02/2018
|
—
|
|
40,502
|
(11)
|
104.50
|
|
03/02/2025
|
—
|
|
—
|
||
|
03/02/2018
|
—
|
|
51,280
|
(12)
|
104.50
|
|
03/02/2025
|
—
|
|
—
|
||
|
03/02/2018
|
—
|
|
—
|
|
—
|
—
|
12,747
|
(3)
|
1,435,950
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||
Alan R. Pickerill
|
03/13/2013
|
500
|
(2)
|
—
|
|
65.75
|
|
03/13/2020
|
—
|
|
—
|
||
|
02/26/2014
|
4,500
|
(2)
|
—
|
|
78.52
|
|
02/26/2021
|
—
|
|
—
|
(1)
|
Represents the date on which the original grant was approved by the applicable compensation committee.
|
(2)
|
Options, or RSUs, as the case may be, vest in four equal annual installments commencing on the first anniversary of the grant date.
|
(3)
|
Options, or RSUs, as the case may be, vest in four equal installments commencing on February 15 in each of the first four years following the grant date.
|
(4)
|
Options vested in full on February 28, 2016, the fourth anniversary of the grant date.
|
(5)
|
Options vest in two equal installments on March 7, 2019 and March 7, 2021.
|
(6)
|
Options vest in full in one installment on September 30, 2021, subject to satisfaction of a stock price goal of $180, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2021.
|
(7)
|
Options vest in full in one installment on September 15, 2021, subject to satisfaction of a stock price goal of $200, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021.
|
(8)
|
RSUs vest in full in one installment on September 15, 2021, and are subject to the achievement of performance goals relating either to stock price performance or worldwide hotel bookings, which goals have been satisfied.
|
(9)
|
RSUs vest in three equal installments commencing on the first anniversary of the grant date.
|
(10)
|
Options vest in full on March 2, 2022, the fourth anniversary of the grant date.
|
(11)
|
Options vest in two equal installments on March 2, 2020 and March 2, 2022.
|
(12)
|
Options vest in two equal installments: (a) 50% on September 15, 2021, subject to satisfaction of a stock price goal of $200, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021; and (b) 50% on September 30, 2021, subject to satisfaction of a stock price goal of $180, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2021.
|
(13)
|
RSUs vest in full on June 20, 2021.
|
(14)
|
Represents options to purchase American Depositary Shares of trivago N.V. granted pursuant to the trivago N.V. 2016 Omnibus Incentive Plan. Options vest in equal installments on each of the first three anniversaries of (i) January 3, 2017, for the option granted on March 6, 2017, or (ii) January 2, 2018, for the option granted on December 20, 2017.
|
|
Option Awards
|
Stock Awards
|
|||||
Name
|
Number of Shares Acquired on Exercise
(#)
|
|
Value Realized on Exercise
($)(1)
|
Number of Shares Acquired on Vesting
(#)(2)
|
Value Realized on Vesting
($)(3)
|
||
|
|
|
|
|
|
||
Barry Diller
|
49,868
|
(4)
|
4,315,577
|
|
—
|
—
|
|
Peter M. Kern
|
—
|
|
—
|
2,105
|
252,642
|
|
|
Mark D. Okerstrom
|
—
|
|
—
|
2,846
|
366,622
|
|
|
Robert J. Dzielak
|
—
|
|
—
|
2,898
|
296,263
|
|
|
Alan R. Pickerill
|
—
|
|
—
|
543
|
55,511
|
|
(1)
|
Represents the value of exercised options calculated by multiplying (i) the number of shares of Expedia Group’s common stock to which the exercise of the option related by (ii) the difference between the market price of Expedia Group's common stock at exercise and the exercise price of the options.
|
(2)
|
Represents the gross number of shares acquired upon vesting of RSUs without taking into account any shares that may be withheld to satisfy applicable tax obligations.
|
(3)
|
Represents the value of vested RSUs calculated by multiplying the gross number of vested RSUs by the closing price of Expedia Group common stock on the Nasdaq Stock Market on the vesting date or if the vesting occurred on a day on which the Nasdaq Stock Market was closed for trading, the immediately preceding trading day.
|
(4)
|
Mr. Diller exercised options to purchase 49,868 shares of Expedia Group common stock, of which 8,834 shares were withheld and concurrently cancelled by the Company to cover the exercise price, and 20,479 shares were withheld and concurrently cancelled to cover tax obligations, with a net delivery of 20,555 shares. These options were granted to Mr. Diller in March 2011. Mr. Diller exercised the options in 2018 because the options were scheduled to expire. Mr. Diller holds the net shares acquired upon exercise.
|
•
|
Expedia Group will continue to pay base salary to Messrs. Okerstrom and Pickerill through the longer of the end of the term of the employment agreement (subject to a maximum of 36 months for Mr. Okerstrom only) and 12 months and to Mr. Dzielak for 12 months, except that Expedia Group may, at its sole discretion, choose to extend the payment period to 18 months (whether 12 or 18 months, the “
Dzielak Continuation Period
”), in each case payable in equal biweekly installments and provided that such payments will be offset by any amount earned by the executive from another employer during the relevant period;
|
•
|
Expedia Group will pay an amount equal to COBRA health insurance coverage for a period of 12 months for Messrs. Okerstrom and Pickerill and for the Dzielak Continuation Period for Mr. Dzielak in each case payable in a lump sum;
|
•
|
except as described below under “
Okerstrom Long-Term Equity Awards
” and “
Dzielak/Pickerill Long-Term Equity Awards
,” all equity holdings that otherwise would have vested during the 12-month period following termination of employment will accelerate, provided that equity awards that vest less frequently than annually shall be treated as though such awards vested annually; and
|
•
|
Messrs. Okerstrom, Pickerill and Dzielak will have 18 months following the date of termination to exercise any vested stock options (including stock options accelerated pursuant to the terms of the executive’s employment agreement) or, if earlier, through the scheduled expiration date of the options.
|
•
|
“Good reason” means the occurrence of any of the following without the executive’s consent (i) the Company’s material breach of any material provision of the executive’s employment agreement, (ii) the material reduction in the executive’s title, duties or reporting responsibilities, (iii) a material reduction in the executive’s base salary, or (iv) the relocation of the executive’s principal place of employment more than 50 miles outside of the Seattle metropolitan area, in each case, following a requisite notice and cure period in favor of the Company; and
|
•
|
“Cause” means the executive’s (i) plea of guilty or nolo contendere to, conviction for, or the commission of, a felony offense, (ii) material breach of a fiduciary duty owed to the Company or any of its subsidiaries, (iii) material breach of any of the covenants made pursuant to the executive’s employment agreement, (iv) willful or gross neglect of the material duties required by the executive’s employment agreement, or (v) knowing and material violation of any Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest, subject to certain qualifications.
|
•
|
another party, other than Mr. Diller, Liberty Expedia Holdings, Inc. or their respective affiliates, acquires the beneficial ownership of at least 50% of the Company’s outstanding voting stock, with certain exceptions;
|
•
|
the members of the Board as of the date the Expedia Group 2005 Plan was adopted by the Board (the “
incumbent Board members
”) cease to constitute a majority of the Board (with replacement directors that are endorsed by a majority of the Company directors who are incumbent Board members generally counting as incumbent Board members);
|
•
|
the Company consummates a merger, reorganization or consolidation with another party, or the sale or other disposition of all or substantially all of the Company’s assets or the purchase of assets or stock of another entity (“
Business Combination
”), unless (A) all or substantially all of the beneficial stockholders of the Company immediately prior to such Business Combination retain more than 50% of the combined voting power of the outstanding voting securities of the entity resulting from the Business Combination in substantially the same proportions as their ownership of voting stock immediately prior to such Business Combination, (B) no person (excluding Mr. Diller, Liberty Expedia Holdings, Inc. and their respective affiliates, any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns more than a majority of the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership of the Company existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or equivalent governing body, if applicable) of the entity resulting from the Business Combination were incumbent members of the Company’s Board at the time of the initial agreement or Board action providing for such Business Combination; or
|
•
|
the Company’s stockholders approve the complete liquidation or dissolution of the Company.
|
•
|
an award of 225,000 stock options that vest 50% on each of the third and fifth anniversaries of the date of grant, subject to Mr. Okerstrom’s continued employment with the Company (the “
2016 Okerstrom Cliff-Vest Options
”); and
|
•
|
an award of 175,000 stock options that are subject to Mr. Okerstrom’s continued employment with the Company and satisfaction of a stock price goal of $180, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2021 (the “
2016 Okerstrom Performance Options
” and together with the 2016 Okerstrom Cliff-Vest Options, the “
2016 Okerstrom Long-Term Stock Option Awards
”).
|
•
|
an award of 300,000 stock options with an exercise price of $142.13 that are subject to Mr. Okerstrom’s continued employment with the Company and satisfaction of a stock price goal of $200, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021 (the “
2017 Okerstrom Performance Options
”); and
|
•
|
an award of 25,000 restricted stock units with a vest date of September 15, 2021, which was subject to the satisfaction of performance goals that were met, as determined by the Compensation Committee during the first quarter of 2018 (the "
2017 Okerstrom Cliff-Vest RSUs
" and together with the 2017 Okerstrom Performance Options, the “
2017 Okerstrom Long-Term Equity Awards
”).
|
•
|
an award of 200,000 stock options that vest 100% on the fourth anniversary of the grant date, subject in all cases to the executive’s continued employment with the Company (the “
2018 Okerstrom Cliff-Vest Options
”); and
|
•
|
an award of 200,000 stock options that are subject to Mr. Okerstrom’s continued employment with the Company and, with 50% of the grant subject to the satisfaction of a stock price goal of $200 on September 15, 2021, and with the remaining 50% of the grant subject to the satisfaction of a stock price goal of $180 on September 30, 2021, with satisfaction of the stock price goal measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding the applicable vest date (the “
2018 Okerstrom Performance Options
” and together with the 2018 Okerstrom Cliff-Vest Options, the “
2018 Okerstrom Long-Term Stock Option Awards
”).
|
•
|
40,502 stock options that vest 50% on each of the second and fourth anniversaries of the date of grant, subject in all cases to the executive’s continued employment with the Company (the “
2018 Dzielak/Pickerill Cliff-Vest Options
”); and
|
•
|
51,280 stock options, which are subject to the same performance goals discussed above with regard to the 2018 Okerstrom Long-Term Stock Option Awards (the “
2018 Dzielak/Pickerill Performance Options
” and together with the 2018 Dzielak/Pickerill Cliff-Vest Options, the “
2018 Dzielak/Pickerill Long-Term Stock Option Awards
”).
|
•
|
the named executive’s base salary as of December 31, 2018;
|
•
|
the number of stock options or RSUs outstanding as of December 31, 2018; and
|
•
|
the closing price of Expedia Group common stock on December 31, 2018 ($112.65).
|
Name and Benefits
|
Qualifying Termination
(1)($)
|
|
Qualifying Termination &
Stock Price Performance Goal Satisfied
($)
|
|
Change in Control
(2)($)
|
|||
Barry Diller
|
|
|
|
|
|
|||
Incremental Vesting Equity Awards
|
—
|
|
—
|
|
1,347,750
|
|
||
|
|
|
|
|
|
|||
Total Estimated Incremental Value
|
—
|
|
—
|
|
1,347,750
|
|
||
|
|
|
|
|
|
|||
Peter M. Kern
|
|
|
|
|
|
|||
2018 Kern Cliff-Vest RSUs
|
2,816,250
|
|
|
—
|
|
5,632,500
|
|
|
Director RSUs
|
—
|
|
—
|
|
447,558
|
|
||
|
|
|
|
|
|
|||
Total Estimated Incremental Value
|
2,816,250
|
|
|
—
|
|
6,080,058
|
|
|
|
|
|
|
|
|
|||
Mark D. Okerstrom
|
|
|
|
|
|
|||
Cash Severance (salary)
|
2,717,033
|
|
|
—
|
|
—
|
||
Health and Benefits
|
23,862
|
|
|
—
|
|
—
|
||
Incremental Vesting Equity Awards
|
817,075
|
|
|
—
|
|
1,033,275
|
|
|
2016 Okerstrom Cliff-Vest Options
|
1,429,313
|
|
|
—
|
|
1,633,500
|
|
|
2016 Okerstrom Performance Options
(3)
|
—
|
|
866,408
|
|
|
1,270,500
|
|
|
2017 Okerstrom Cliff-Vest RSUs
|
1,408,125
|
|
|
—
|
|
2,816,250
|
|
|
2017 Okerstrom Performance Options
(3)
|
—
|
|
—
|
|
—
|
|||
2018 Okerstrom Cliff-Vest Options
|
407,500
|
|
|
—
|
|
1,630,000
|
|
|
2018 Okerstrom Performance Options
(3)
|
—
|
|
834,421
|
|
|
1,630,000
|
|
|
|
|
|
|
|
|
|||
Total Estimated Incremental Value
|
6,802,908
|
|
|
1,700,829
|
|
|
10,013,525
|
|
|
|
|
|
|
|
|||
Robert J. Dzielak
|
|
|
|
|
|
|||
Cash Severance (salary)
(4)
|
1,051,923
|
|
|
—
|
|
—
|
||
Health and Benefits
(4)
|
24,973
|
|
|
—
|
|
—
|
||
Incremental Vesting Equity Awards
|
1,321,633
|
|
|
—
|
|
3,025,417
|
|
|
2018 Dzielak Cliff-Vest Options
|
226,635
|
|
|
—
|
|
330,091
|
|
|
2018 Dzielak Performance Options
(3)
|
—
|
|
213,775
|
|
|
417,932
|
|
|
|
|
|
|
|
|
|||
Total Estimated Incremental Value
|
2,625,164
|
|
|
213,775
|
|
|
3,773,440
|
|
|
|
|
|
|
|
|||
Alan R. Pickerill
|
|
|
|
|
|
|||
Cash Severance (salary)
|
900,000
|
|
|
—
|
|
—
|
||
Health and Benefits
|
21,966
|
|
|
—
|
|
—
|
||
Incremental Vesting Equity Awards
|
491,905
|
|
|
—
|
|
1,674,910
|
|
|
2018 Pickerill Cliff-Vest Options
|
226,635
|
|
|
—
|
|
330,091
|
|
|
2018 Pickerill Performance Options
(3)
|
—
|
|
213,775
|
|
|
417,932
|
|
|
|
|
|
|
|
|
|||
Total Estimated Incremental Value
|
1,640,506
|
|
|
213,775
|
|
|
2,422,933
|
|
(1)
|
Qualifying Termination is described in the section above titled “
Employment Agreement Severance Provisions - Qualifying Termination
.” In the case of the 2018 Kern Cliff-Vest RSUs, also includes termination as a result of death or disability as well as Mr. Diller no longer serving as Chairman and Senior Executive Officer of the Company (or comparable positions of and executive leadership). “
Health and Benefits
” relates to the payment of an amount equal to COBRA health insurance coverage for a period of 12 months following termination of employment for Messrs. Okerstrom, Pickerill and Dzielak.
|
(2)
|
Upon a Change in Control (as defined in the Expedia Group 2005 Plan), all unvested equity awards held by the named executive officers vest in full.
|
(3)
|
Reflects incremental value of prorated vesting as of December 31, 2018. However, vesting of these options would remain subject to satisfaction of the applicable stock price goals.
|
(4)
|
The amount of Cash Severance (salary) and Health and Benefits for Mr. Dzielak assumes that Expedia Group has chosen to extend the Dzielak Continuation Period to 18 months.
|
•
|
annual salary
, which for hourly employees was calculated based on hourly rates and total scheduled 2017 hours as of the Determination Date, and for all other employees was calculated based on their salary in effect on the Determination Date;
|
•
|
annual cash bonus
(including cash incentive plan payments), which was calculated based on an employee’s target percentage times base salary in effect on the Determination Date; and
|
•
|
equity-based compensation
, which was calculated based on target equity award levels as of the Determination Date, taking into account an employee’s role and level.
|
•
|
$5,118,946
(39% of his total 2018 compensation) would vest in March 2022 at the earliest;
|
•
|
$2,141,000 (16% of his total 2018 compensation) would vest in September 2021 at the earliest, and then only if a stock price goal of $180 is met (a 72% increase to the closing price of Expedia Group’s common stock on the date of grant); and
|
•
|
$1,819,000 (14% of his total 2018 compensation) would vest in September 2021 at the earliest, and then only if a stock price goal of $200 is met (a 91% increase to the closing price of Expedia Group’s common stock on the date of grant).
|
•
|
an annual retainer of $45,000, paid in equal quarterly installments;
|
•
|
a grant of restricted stock units (“
RSUs
”) with a value of $250,000 (based on the closing price of Expedia Group’s common stock on the Nasdaq Stock Market on the day prior to the grant), upon such director’s initial election to office or at the time such director first became eligible to receive compensation for service as a director, and annually thereafter on June 1, such RSUs to vest in three equal installments commencing on the first anniversary of the grant date and such RSUs to be entitled to dividends declared and paid on the underlying shares of common stock during the vesting period. In the event of a change in control (as defined in the Expedia Group 2005 Plan and described in the section above titled “
Executive Compensation—Potential Payments Upon Termination or Change in Control
”), the RSUs shall vest automatically in full;
|
•
|
an annual retainer of $20,000 for each member of the Audit Committee (including the Chairman) and $15,000 for each member of the Compensation Committee (including each of the Co-Chairs); and
|
•
|
an additional annual retainer of $10,000 for the Chairman of the Audit Committee and $10,000 for the each of the Co-Chairs of the Compensation Committee.
|
Name
|
Fees Earned or Paid in Cash
($)(1)
|
Stock Awards
($)(2)(3)
|
All Other Compensation
($)
|
Total
($)
|
||
Susan C. Athey
(10)
|
45,000
|
|
249,927
|
—
|
294,927
|
|
A. George “Skip” Battle
(4)
|
75,000
|
|
249,927
|
—
|
324,927
|
|
Courtnee A. Chun
|
45,000
|
|
249,927
|
—
|
294,927
|
|
Chelsea Clinton
(5),(10)
|
52,953
|
|
249,927
|
—
|
302,880
|
|
Pamela L. Coe
(6)
|
60,000
|
|
249,927
|
—
|
309,927
|
|
Jonathan L. Dolgen
(7)
|
70,000
|
|
249,927
|
—
|
319,927
|
|
Craig A. Jacobson
(8)
|
85,302
|
|
249,927
|
|
335,229
|
|
Victor A. Kaufman
(9)
|
45,000
|
|
249,927
|
—
|
294,927
|
|
Dara Khosrowshahi
(10)
|
45,000
|
|
249,927
|
—
|
294,927
|
|
Scott Rudin
|
45,000
|
|
249,927
|
—
|
294,927
|
|
Christopher W. Shean
|
45,000
|
|
249,927
|
—
|
294,927
|
|
Alexander von Furstenberg
(10)
|
45,000
|
|
249,927
|
—
|
294,927
|
|
(1)
|
This column reports the amount of cash compensation earned in 2018 for Board and committee service, including amounts deferred at the director’s election.
|
(2)
|
Amounts shown reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. These amounts reflect an estimate of the grant date fair value and may not correspond to the actual value that will be recognized by the directors. Stock awards consist of RSUs valued using the closing price of Expedia Group common stock on the Nasdaq Stock Market on the first trading day immediately preceding the grant date.
|
(3)
|
Each of Ms. Athey and Messrs. Battle, Dolgen, Jacobson and von Furstenberg had 3,973 RSUs outstanding at December 31, 2018. Each of Ms. Coe and Messrs. Kaufman and Shean had 4,757 RSUs outstanding at December 31, 2018. In addition, Mr. Kaufman had 37,500 stock options outstanding at December 31, 2018. Mses. Chun and Clinton and Messrs. Rudin and Khosrowshahi had 3,428, 4,510, 4,002 and 3,189 RSUs outstanding, respectively, at December 31, 2018. In addition, Mr. Khosrowshahi had 1,120,000 stock options outstanding at December 31, 2018.
|
(4)
|
Mr. Battle is the Chairman of the Audit Committee.
|
(5)
|
Ms. Clinton was appointed to each of the Compensation and Section 16 Committees on June 20, 2018.
|
(6)
|
Ms. Coe is a member of the Compensation Committee.
|
(7)
|
Mr. Dolgen is Co-Chairman of each of the Compensation and Section 16 Committees.
|
(8)
|
Mr. Jacobson is a member of each of the Audit, Compensation and Section 16 Committees and, beginning June 20, 2018, Co-Chairman of each of the Compensation and Section 16 Committees.
|
(9)
|
Mr. Kaufman was a member of the Executive Committee from January 1, 2018 through June 20, 2018, the date on which Mr. Kern was appointed Vice Chairman to succeed Mr. Kaufman.
|
(10)
|
Each of Mses. Athey and Clinton and Messrs. Khosrowshahi and von Furstenberg elected to defer her or his 2018 director fees pursuant to the Director Deferred Compensation Plan, which is described above. At December 31, 2018, Ms. Athey and Mr. Khosrowshahi each held a total of 383.058 share units, Ms. Clinton held a total of 448.952 share units and Mr. von Furstenberg held a total of 1,156.94 share units. Mr. von Furstenberg previously elected to defer his 2015, 2016 and 2017 director fees pursuant to the Director Deferred Compensation Plan.
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(A)(1)
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
($)(B)
|
|
Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column
(A))(C)
|
|
|||
Equity compensation plans approved by security holders
(2)
|
17,605,009
|
|
100.074
|
|
(3)
|
8,508,042
|
|
(4)
|
Equity compensation plans not approved by security holders
(5)
|
2,372
|
|
—
|
(6)
|
97,347
|
|
|
|
|
|
|
|
|
|
|||
Total
|
17,607,381
|
|
|
|
8,605,389
|
|
|
(1)
|
Information excludes: (i) 95,165 securities with a weighted-average exercise price of $107.404 to be issued upon the exercise of outstanding stock options, and (ii) 75,354 securities issuable in connection with restricted stock units for which there is no related exercise price, both of which were granted pursuant to plans assumed by the Company in connection with the acquisitions of Orbitz Worldwide, Inc. and HomeAway, Inc.
|
(2)
|
Information relating to the Expedia Group 2005 Plan, and the Expedia Group, Inc. Employee Stock Purchase Plans (“
ESPP
”).
|
(3)
|
Excludes the following equity-based awards outstanding as of December 31, 2018: (i) 2,685,312 securities issuable in connection with RSUs for which there is no related exercise price; (ii) grants of 45,094 SARs with a weighted-average exercise price of $98.093; and (3) grants of 8,162 cash-settled RSUs.
|
(4)
|
Information includes 7,723,671 securities remaining available for issuance under the Expedia Group 2005 Plan, and 784,371 securities remaining available for issuance under the ESPP.
|
(5)
|
The Director Deferred Compensation Plan.
|
(6)
|
Excludes outstanding share units for which there is no related exercise price.
|
|
Common Stock
|
Class B Common Stock
|
Percent (%)
of Votes (All Classes) |
||||
Beneficial Owner
|
Shares
|
|
%
|
Shares
|
|
%
|
|
Liberty Expedia Holdings, Inc.
12300 Liberty Blvd.
Englewood, CO 80112
|
23,876,671
|
(1)
|
16.05
|
12,799,999
|
(2)
|
100.00
|
52.68
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
12,087,346
|
(3)
|
8.89
|
—
|
|
—
|
4.58
|
PAR Investment Partners, L.P.
200 Clarendon Street, Fl 48
Boston, MA 02116
|
7,964,254
|
(4)
|
5.86
|
—
|
|
—
|
3.02
|
BlackRock, Inc.
55 East 52
nd
Street
New York, NY 10055
|
7,832,787
|
(5)
|
5.76
|
—
|
|
—
|
2.97
|
Barry Diller
|
29,937,623
|
(6)
|
20.05
|
12,799,999
|
(2)
|
100.00
|
54.86
|
Peter M. Kern
|
68,296
|
(7)
|
*
|
—
|
|
—
|
*
|
Mark D. Okerstrom
|
771,251
|
(8)
|
*
|
—
|
|
—
|
*
|
Susan C. Athey
|
3,887
|
(9)
|
*
|
—
|
|
—
|
*
|
A. George “Skip” Battle
|
44,370
|
(10)
|
*
|
—
|
|
—
|
*
|
Courtnee A. Chun
|
1,370
|
(11)
|
*
|
—
|
|
—
|
*
|
Chelsea Clinton
|
3,133
|
(12)
|
*
|
—
|
|
—
|
*
|
Pamela L. Coe
|
6,442
|
(13)
|
*
|
—
|
|
—
|
*
|
Jonathan L. Dolgen
|
70,930
|
(14)
|
*
|
—
|
|
—
|
*
|
Craig A. Jacobson
|
33,780
|
(15)
|
*
|
—
|
|
—
|
*
|
Victor A. Kaufman
|
116,322
|
(16)
|
*
|
—
|
|
—
|
*
|
Dara Khosrowshahi
|
1,135,508
|
(17)
|
*
|
—
|
|
—
|
*
|
Christopher W. Shean
|
6,442
|
(18)
|
*
|
—
|
|
—
|
*
|
Alexander von Furstenberg
|
445,656
|
(19)
|
*
|
—
|
|
—
|
*
|
Robert J. Dzielak
|
299,012
|
(20)
|
*
|
—
|
|
—
|
*
|
Alan R. Pickerill
|
50,506
|
(21)
|
*
|
—
|
|
—
|
*
|
All current executive officers, directors and director nominees as a group (17 persons)
|
32,601,422
|
(22)
|
21.57
|
12,799,999
|
|
100.00
|
55.49
|
*
|
The percentage of shares beneficially owned does not exceed 1% of the class.
|
(1)
|
Based on information filed on an Amendment No. 3 to Schedule 13D with the SEC on April 16, 2019, by Liberty Expedia Holdings and Barry Diller (the “
LEXE/Diller 13D/A
”). Consists of (i) 11,076,672 shares of Common Stock held by Liberty Expedia Holdings and (ii) 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings, over which Liberty Expedia Holdings and Mr. Diller may be deemed to share voting power. The Schedule 13D/A filed by the reporting person provides information as of April 15, 2019 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.
|
(2)
|
Based on information filed on the LEXE/Diller 13D/A, consists of 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings, over which Liberty Expedia Holdings and Mr. Diller may be deemed to share voting power.
|
(3)
|
Based on information filed on Amendment No. 6 to Schedule 13G with the SEC on February 11, 2019 by The Vanguard Group, reporting sole voting power over 147,171 shares of common stock, shared voting power over 29,570 shares of common stock, sole dispositive power over 11,914,060 shares of common stock and shared dispositive power over 173,286 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.
|
(4)
|
Based on information filed on Amendment No. 3 to Schedule 13G with the SEC on February 14, 2019 by PAR Investment Partners, L.P., PAR Group II, L.P. and PAR Capital Management, Inc. reporting sole voting power and sole dispositive power over 7,964,254 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.
|
(5)
|
Based on information filed on Amendment No. 2 to Schedule 13G with the SEC on February 4, 2019 by BlackRock, Inc. reporting sole voting power over 6,854,609 shares of common stock and sole dispositive power over 7,832,787 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.
|
(6)
|
Based on information filed on a Form 4 with the SEC on February 28, 2018 by Mr. Diller and on the LEXE/Diller 13D/A. Consists of (i) 5,083,900 shares of common stock owned by Mr. Diller, (ii) options to purchase 537,500 shares of common stock held by Mr. Diller that are exercisable within 60 days of April 16, 2019, (iii) 439,552 shares of common stock held by a private foundation as to which Mr. Diller disclaims beneficial ownership, (iv) 11,076,672 shares of common stock held by Liberty Expedia Holdings (see footnote 1 above) and (v) 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings (see footnote 2 above). Excludes shares of common stock and options to purchase shares of common stock held by Mr. Diller’s spouse, as to which Mr. Diller disclaims beneficial ownership.
|
(7)
|
Consists of 66,279.723 (unrounded) shares of common stock held by Mr. Kern, of which 53,635 shares were pledged as part of collateral to secure a loan account to Morgan Stanley Private Bank, N.A., and 2,016 RSUs that will vest within 60 days of April 19, 2019. Mr. Kern also holds options to purchase 91,264 American Depository Shares of trivago N.V. that are exercisable within 60 days of April 19, 2019, which represents less than 1% of the outstanding Class A shares of trivago N.V.
|
(8)
|
Consists of 65,001 shares of common stock held by Mr. Okerstrom, of which 48,892 shares were pledged as collateral to secure a revolving line of credit account to Morgan Stanley Private Bank, N.A. and options to purchase 706,250 shares of common stock that are exercisable within 60 days of April 19, 2019.
|
(9)
|
Consists of 1,871 shares of common stock held by Ms. Athey, and 2,016 RSUs that will vest within 60 days of April 19, 2019.
|
(10)
|
Consists of 42,354 shares of common stock held by Mr. Battle, and 2,016 RSUs that will vest within 60 days of April 19, 2019.
|
(11)
|
Consists of 682 shares of common stock held by Ms. Chun, and 688 RSUs that will vest within 60 days of April 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Ms. Chun disclaims beneficial ownership.
|
(12)
|
Consists of 1,866 shares of common stock held by Ms. Clinton, and 1,267 RSUs that will vest within 60 days of April 19, 2019.
|
(13)
|
Consists of 4,426 shares of common stock held by Ms. Coe, and 2,016 RSUs that will vest within 60 days of April 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Ms. Coe disclaims beneficial ownership.
|
(14)
|
Consists of 68,681 shares of common stock held by Mr. Dolgen, 233 shares of common stock held indirectly by a charitable trust, of which Mr. Dolgen is a trustee and as to which Mr. Dolgen disclaims beneficial ownership, and 2,016 RSUs that will vest within 60 days of April 19, 2019.
|
(15)
|
Consists of 31,764 shares of common stock held by Mr. Jacobson, and 2,016 RSUs that will vest within 60 days of April 19, 2019.
|
(16)
|
Consists of 76,806 shares of common stock held by Mr. Kaufman, options to purchase 37,500 shares of common stock and 2,016 RSUs that are exercisable or will vest within 60 days of April 19, 2019.
|
(17)
|
Consists of (i) 412,910 shares of common stock held by Mr. Khosrowshahi, of which 346,198 shares were pledged as collateral to secure a revolving line of credit account to Morgan Stanley Bank, N.A., (ii) options to purchase 700,000 shares of common stock that are exercisable within 60 days of April 19, 2019, (iii) 688 RSUs that will vest within 60 days of April 19, 2019, and (iv) 21,910 shares of common stock held by a trust as to which Mr. Khosrowshahi disclaims beneficial ownership.
|
(18)
|
Consists of 4,426 shares of common stock held by Mr. Shean, and 2,016 RSUs that will vest within 60 days of April 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. Shean disclaims beneficial ownership.
|
(19)
|
Consists of 4,088 shares of common stock held by Mr. von Furstenberg, 2,016 RSUs that will vest within 60 days of April 19, 2019, and 439,552 shares held by a private foundation over which Mr. von Furstenberg has certain voting and disposition authority. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. von Furstenberg disclaims beneficial ownership.
|
(20)
|
Consists of 26,029 shares of common stock held by Mr. Dzielak and options to purchase 272,983 shares of common stock that are exercisable within 60 days of April 19, 2019.
|
(21)
|
Consists of 3,397 shares of common stock held by Mr. Pickerill and options to purchase 47,109 shares of common stock that are exercisable within 60 days of April 19, 2019.
|
(22)
|
Consists of (i) 17,437,857 shares of common stock, (ii) 12,799,999 shares of Class B common stock, (iii) options to purchase 2,342,779 shares of common stock that are exercisable within 60 days of April 19, 2019, and (iv) 20,787 RSUs that will vest within 60 days of April 19, 2019.
|
•
|
On an annual basis, each director, director nominee and executive officer of the Company completes a Director and Officer Questionnaire that requires disclosure of any transaction, arrangement or relationship with the Company during the last fiscal year in which the director or executive officer, or any member of his or her immediate family, had a direct or indirect material interest.
|
•
|
Each director, director nominee and executive officer is expected to promptly notify the Company’s legal department of any direct or indirect interest that such person or an immediate family member of such person had, has or may have in a transaction in which the Company participates.
|
•
|
The Company performs a quarterly search of its accounts payable, accounts receivable and other databases to identify any other potential related person transactions that may require disclosure.
|
•
|
Any reported transaction that the Company’s legal department determines may qualify as a related person transaction is referred to the Audit Committee.
|
•
|
A Stockholders Agreement Termination Agreement, by and among Mr. Diller, Liberty Expedia Holdings and certain wholly owned subsidiaries of Liberty Expedia Holdings, pursuant to which the Stockholders Agreement (including the Diller Proxy) will terminate at the closing of the Combination;
|
•
|
A Governance Agreement Termination Agreement, by and among Mr. Diller, the Company, Liberty Expedia Holdings and certain wholly owned subsidiaries of Liberty Expedia Holdings, pursuant to which the Governance Agreement will terminate at the closing of the Combination;
|
•
|
An Assumption and Joinder Agreement to Tax Sharing Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agrees to assume, effective at the closing of the Combination, Liberty Expedia Holdings’ rights and obligations under the Tax Sharing Agreement, dated as of November 4, 2016, by and between Qurate and Liberty Expedia Holdings;
|
•
|
An Assumption Agreement Concerning Transaction Agreement Obligations by and among the Company, Liberty Expedia Holdings, Qurate and the Malone Group, pursuant to which the Company agrees to assume, effective at the closing of the Combination, certain of Liberty Expedia Holdings’ rights and obligations under the Transaction Agreement which survive the termination of the Transaction Agreement; and
|
•
|
An Assumption and Joinder Agreement to Reorganization Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agrees to assume, effective at the closing of the Combination, Liberty Expedia Holdings’ rights and obligations under the Reorganization Agreement, dated as of October 26, 2016, by and between Qurate and Liberty Expedia Holdings.
|
|
2018
|
|
2017
|
||||
Audit Fees
(1)
|
$
|
13,858,000
|
|
|
$
|
15,469,000
|
|
Audit-Related Fees
(2)
|
429,000
|
|
|
1,108,000
|
|
||
Total Audit and Audit-Related Fees
|
14,287,000
|
|
|
16,577,000
|
|
||
Tax Fees
(3)
|
289,000
|
|
|
97,000
|
|
||
Other Fees
(4)
|
30,000
|
|
|
44,000
|
|
||
Total Fees
|
$
|
14,606,000
|
|
|
$
|
16,718,000
|
|
(1)
|
In 2018, Audit Fees include fees and expenses associated with the annual audit of the Company’s consolidated financial statements and internal control over financial reporting, statutory audits, reviews of the Company’s periodic reports, accounting consultations, reviews of SEC registration statements and consents and other services related to SEC matters. 2018 Audit Fees include $3,244,000 in fees and expenses paid by trivago N.V., a Nasdaq-listed majority-owned subsidiary of the Company, associated with financial statement audit and review services provided to trivago. In addition, 2017 Audit Fees include $4,962,000 in fees and expenses associated with financial statement audit and review services provided to trivago.
|
(2)
|
Audit-Related Fees include fees and expenses for due diligence in connection with acquisitions, and related accounting consultations.
|
(3)
|
In 2018, Tax Fees include $3,500 of trivago related fees.
|
(4)
|
Other Fees include fees and expenses for professional education offerings to the Company’s employees, as well as access to Ernst & Young LLP’s online research tools.
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
1.1
|
|
|
|
|
8-K
|
|
000-51447
|
|
1.1
|
|
6/3/2015
|
|
2.1
|
|
|
|
|
8-K
|
|
000-51447
|
|
2.1
|
|
12/21/2012
|
|
2.2
|
|
|
|
|
8-K
|
|
000-51447
|
|
2.2
|
|
12/21/2012
|
|
2.3
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
4/2/2015
|
|
2.4
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.2
|
|
4/2/2015
|
|
2.5
|
|
|
|
|
8-K
|
|
000-51447
|
|
2.1
|
|
5/22/2015
|
|
3.1
|
|
|
|
|
8-K
|
|
001-37429
|
|
3.2
|
|
3/27/2018
|
|
3.2
|
|
|
|
|
8-K
|
|
001-37429
|
|
3.1
|
|
04/16/2019
|
|
4.1
|
|
|
|
|
8-K
|
|
000-51447
|
|
4.1
|
|
8/10/2010
|
|
4.2
|
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
10/3/2016
|
|
4.3
|
|
|
|
|
8-K
|
|
000-51447
|
|
4.1
|
|
8/18/2014
|
4.4
|
|
|
|
|
8-K
|
|
000-51447
|
|
4.2
|
|
8/18/2014
|
|
4.5
|
|
|
|
|
8-K
|
|
000-51447
|
|
4.2
|
|
6/3/2015
|
|
4.6
|
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
12/8/2015
|
|
4.7
|
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
9/21/2017
|
|
10.1
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
12/27/2011
|
|
10.2
|
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.6
|
|
11/7/2016
|
|
10.3
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.11
|
|
2/10/2012
|
|
10.4
|
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.7
|
|
11/7/2016
|
|
10.5
|
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.8
|
|
11/7/2016
|
|
10.6
|
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.1
|
|
3/7/2018
|
|
10.7
|
|
|
|
|
S-4/A*†
|
|
333-210377
|
|
10.13
|
|
9/23/2016
|
|
10.8
|
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.10
|
|
11/7/2016
|
|
10.9
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.2
|
|
12/27/2011
|
|
10.10
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.1
|
|
7/28/2017
|
10.11
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
9/11/2014
|
|
10.12
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
2/8/2016
|
|
10.13
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.14
|
|
2/10/2017
|
|
10.14
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.1
|
|
4/28/2017
|
|
10.15
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
6/1/2018
|
|
10.16
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.1
|
|
10/26/2018
|
10.17+
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
|
|
|
10-Q
|
|
000-51447
|
|
10.1
|
|
8/3/2007
|
|
10.19*
|
|
|
|
|
DEF 14A
|
|
001-37429
|
|
App. A
|
|
8/23/2016
|
|
10.20*
|
|
|
|
|
S-8
|
|
333-206990
|
|
99.1
|
|
9/17/2015
|
|
10.21*
|
|
|
|
|
S-8
|
|
333-208548
|
|
99.1
|
|
12/15/2015
|
|
10.22*+
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23*+
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24*
|
|
|
|
|
10-Q
|
|
000-51447
|
|
10.1
|
|
8/1/2014
|
|
10.25*
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.22
|
|
2/10/2017
|
|
10.26*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.1
|
|
4/27/2018
|
|
10.27*
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.23
|
|
2/10/2017
|
|
10.28*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.2
|
|
4/27/2018
|
|
10.29*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.3
|
|
4/27/2018
|
|
10.30*
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.13
|
|
2/19/2009
|
|
10.31*
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.17
|
|
2/19/2009
|
|
10.32*
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.20
|
|
2/6/2015
|
|
10.33*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.1
|
|
9/21/2017
|
|
10.34*
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.2
|
|
3/9/2016
|
|
10.35*
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.3
|
|
3/9/2016
|
|
10.36*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.2
|
|
9/21/2017
|
10.37*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.4
|
|
4/27/2018
|
|
10.38*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.3
|
|
9/21/2017
|
|
10.39*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.5
|
|
4/27/2018
|
|
10.40*
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
3/7/2018
|
|
10.41*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.6
|
|
4/27/2018
|
|
10.42*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.7
|
|
4/27/2018
|
|
10.43*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.4
|
|
9/21/2017
|
|
10.44*
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.3
|
|
4/1/2015
|
|
10.45*+
|
|
|
|
|
|
|
|
|
|
|
|
|
10.46*+
|
|
|
|
|
|
|
|
|
|
|
|
|
21+
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1+
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1+
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2+
|
|
|
|
|
|
|
|
|
|
|
|
|
31.3+
|
|
|
|
|
|
|
|
|
|
|
|
|
31.4
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.5
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.6
|
|
|
X
|
|
|
|
|
|
|
|
|
|
32.1+
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2+
|
|
|
|
|
|
|
|
|
|
|
|
|
32.3+
|
|
|
|
|
|
|
|
|
|
|
|
101+
|
|
The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
*†
|
Indicates reference to filing of Liberty Expedia Holdings, Inc.
|
+
|
Previously filed or furnished with the Company’s Annual Report on Form 10-K, filed February 8, 2019.
|
|
Expedia Group, Inc.
|
|
|
|
|
|
By:
|
/s/ MARK D. OKERSTROM
|
|
|
Mark D. Okerstrom
Chief Executive Officer
|
1.
|
I have reviewed this Amendment No. 1 on Form 10-K/A to the annual report on Form 10-K of Expedia Group, Inc. for the year ended December 31, 2018; and
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
Date: April 29, 2019
|
/s/ BARRY DILLER
|
|
Barry Diller
|
|
Chairman and Senior Executive
|
1.
|
I have reviewed this Amendment No. 1 on Form 10-K/A to the annual report on Form 10-K of Expedia Group, Inc. for the year ended December 31, 2018; and
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
Date: April 29, 2019
|
/s/ MARK D. OKERSTROM
|
|
Mark D. Okerstrom
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Amendment No. 1 on Form 10-K/A to the annual report on Form 10-K of Expedia Group, Inc. for the year ended December 31, 2018; and
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
Date: April 29, 2019
|
/s/ ALAN PICKERILL
|
|
Alan Pickerill
|
|
Chief Financial Officer
|