Expedia Group, Inc. (Name of Registrant As Specified in Its Charter)
Total Page：16
File Type：pdf, Size：1020Kb
Table of Contents 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) 1 Table of Contents 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: 2 Table of Contents May 6, 2020 Dear Stockholder: It is my pleasure to inform you that the 2020 Annual Meeting of Stockholders of Expedia Group, Inc. will again be a completely virtual meeting, conducted solely online on Wednesday, June 10, 2020 beginning at 9:00 a.m., Pacific Time. You will be able to attend the 2020 Annual Meeting by logging in at www.virtualshareholdermeeting.com/EXPE2020. The attached proxy statement provides information on how to participate in the 2020 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 attend the 2020 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 2020 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 3 Table of Contents EXPEDIA GROUP, INC. 1111 Expedia Group Way W. Seattle, Washington 98119 NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS The 2020 Annual Meeting of Stockholders of Expedia Group, Inc., a Delaware corporation, will be held online on Wednesday, June 10, 2020 at 9:00 a.m., Pacific Time (the “2020 Annual Meeting”). There will be no physical location for stockholders to attend. Stockholders may only participate by logging in at www.virtualshareholdermeeting.com/EXPE2020. To participate in the 2020 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 2020 Annual Meeting will be: 1. To elect the 13 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); 2. To hold an advisory vote on Expedia Group’s executive compensation; 3. To approve the Fifth Amended and Restated Expedia Group, Inc 2005 Stock and Annual Incentive Plan, including an amendment to increase the number of shares of Expedia Group common stock authorized for issuance thereunder by 8,000,000; 4. To ratify the appointment of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for 2020; 5. To consider a stockholder proposal on political contributions and expenditures, if properly presented at the Annual Meeting; and 6. To transact such other business as may properly come before the 2020 Annual Meeting and any adjournments or postponements thereof. Voting. Only holders of record of outstanding shares of Expedia Group capital stock at the close of business on April 13, 2020 are entitled to notice of and to vote at the 2020 Annual Meeting and any adjournments or postponements thereof. Whether or not you plan to attend the 2020 Annual Meeting virtually, 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 2020 Annual Meeting. Proxy Materials. In accordance with the rules of the Securities and Exchange Commission, we are advising our stockholders of the availability of our proxy materials related to our forthcoming annual meeting. These rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the “full set delivery” option, we are delivering paper copies of all proxy materials to each stockholder, as well as providing access to those proxy materials on a publicly-accessible website. Beginning on May 6, 2020 you may read, print and download our 2019 Annual Report to Stockholders on Form 10- K and our Proxy Statement at www.proxyvote.com, using the control number located on your proxy card or on the instructions that accompanied your proxy materials. By order of the Board of Directors, Robert J. Dzielak Chief Legal Officer and Secretary May 6, 2020 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 10, 2020 This Proxy Statement and the 2019 Annual Report are available at: www.proxyvote.com 4 Table of Contents Table of Contents PROCEDURAL MATTERS 1 2020 Annual Meeting Information 1 2020 Annual Meeting Agenda and Voting Recommendations 2 Record Date 2 Quorum 2 Voting Rights 2 Solicitation of Proxies 3 Voting Your Shares 3 Voting Impact of Abstentions and Broker Non-Votes 4 Revocation of Proxies 5 Other Business 5 PROPOSAL 1: ELECTION OF DIRECTORS 6 Nominees 6 Board of Directors 11 Board Committees 12 Director Nominations 15 Communications with the Board 15 Compensation of Directors 16 Compensation Committee Interlocks and Insider Participation 18 Required Vote 18 PROPOSAL 2: ADVISORY VOTE ON EXPEDIA GROUP, INC.'S EXECUTIVE COMPENSATION 19 Required Vote 19 PROPOSAL 3: APPROVAL OF THE FIFTH AMENDED AND RESTATED EXPEDIA GROUP, INC. 2005 STOCK AND ANNUAL INCENTIVE PLAN, INCLUDING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER BY 8,000,000 20 Required Vote 28 PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 30 Required Vote 30 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 5: STOCKHOLDER PROPOSAL ON POLITICAL CONTRIBUTIONS AND EXPENDITURES 33 Required Vote 34 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 35 Beneficial Ownership Table 36 Delinquent Section 16(a) Reports 38 Information About Our Executive Officers 38 COMPENSATION DISCUSSION AND ANALYSIS 40 Overview 40 Compensation Program Philosophy and Objectives 40 Roles of the Compensation Committee and Section 16 Committee 40 Role of Executive Officers 41 Role of Compensation Consultants 41 Role of Stockholder Say-on-Pay Votes 41 Role of Peer Groups, Surveys and Benchmarking 41 i Table of Contents Compensation Program Elements 43 Other Executive Compensation Practices and Policies 47 Change in Control 48 Severance 48 COMPENSATION COMMITTEE REPORT 50 EXECUTIVE COMPENSATION 51 2019 Summary Compensation Table 51 2019 Grants of Plan-Based Awards 53 Outstanding Equity Awards at 2019 Year-End 54 2019 Option Exercises and Stock Vested 56 Potential Payments Upon Termination or Change in Control 57 Estimated Potential Payments Upon Termination or Change in Control 59 Pay Ratio Disclosure 61 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 63 Review and Approval or Ratification of Related Person Transactions 63 Relationships Involving Significant Stockholders, Named Executive Officers and Directors 63 OTHER MATTERS 67 Equity Compensation Plan Information 67 Annual Reports 67 Householding 67 Proposals by Stockholders for 2021 Annual Meeting 68 APPENDIX A—FIFTH AMENDED AND RESTATED EXPEDIA GROUP, INC. 2005 STOCK AND ANNUAL INCENTIVE PLAN 69 ii Table of Contents PROCEDURAL MATTERS This proxy statement is being furnished to holders of common stock and Class B common stock of Expedia Group, Inc., a Delaware corporation ("Expedia Group", the "Company", "we", "us", "our"), in connection with the solicitation of proxies by Expedia Group’s Board of Directors (the "Board" or the "Board of Directors") for use at its 2020 Annual Meeting of Stockholders or any adjournment or postponement thereof. Expedia Group’s principal offices are located at 1111 Expedia Group Way W., Seattle, Washington 98119. This proxy statement is being made available to Expedia Group stockholders on or about May 6, 2020. 2020 Annual Meeting Information • Date and Time. The 2020 Annual Meeting will be held “virtually” through an audio webcast on June 10, 2020 at 9:00 a.m., Pacific Time.