Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Changes to the Executive Leadership Team
On December 4, 2019, Expedia Group, Inc. (“Expedia Group” or the “Company”) issued a press release announcing that Chief Executive Officer Mark Okerstrom and Chief Financial Officer Alan Pickerill resigned from the Company at the request of the Company’s Board of Directors (the “Board”), effective immediately. Mr. Okerstrom simultaneously stepped down as a member of the Board. The separations of Messrs. Okerstrom and Pickerill will entitle each of the executives to severance and equity award acceleration in accordance with the terms of the applicable Company plans and agreements. Mr. Okerstrom did not have any disagreement with the Company on any matter relating to its operations, policies or practices.
Chairman of the Board and Senior Executive, Barry Diller, and Vice Chairman of the Board, Peter M. Kern, will jointly preside over the Company’s day to day operations. Effective immediately, Eric Hart, the Company’s Chief Strategy Officer, will serve as acting Chief Financial Officer, while continuing to serve in his current role.
Mr. Hart has served as Chief Strategy Officer of the Company since November 1, 2019. In this role, he is responsible for the Company’s strategy and business development as well as global M&A and investments. Prior to assuming the Chief Strategy Officer position, Mr. Hart served as the General Manager of CarRentals.com from March 2017. Prior to that he led corporate strategy for the Company, leading some of the company’s largest acquisitions. Before joining the Company, Mr. Hart spent time as a Vice President at Lake Capital, a Project Leader at Boston Consulting Group, and a Consultant at Accenture. Mr. Hart holds a bachelor’s degree from Georgia State University and a Master’s in Business Administration from University of Chicago Booth School of Business.
Election of Jon T. Gieselman
On December 3, 2019, the Board elected Jon T. Gieselman to fill the vacancy created by Mr. Okerstrom’s resignation from the Board.
Mr. Gieselman has served as Vice President of Services Marketing at Apple, Inc. since May of 2016, where he is responsible for the global marketing and sales functions for Apple’s Services Support Group, which includes Apple Music and iTunes. From October 2015 through January 2016, Mr. Gieselman served as Senior Vice President of Marketing at DirecTV, Inc., a direct broadcast satellite service provider having previously served in senior marketing roles at Sears Holding Corporation, Home Shopping Network and Ray-Ban Sunglasses. Mr. Gieselman holds a B.A. from Boston College and an M.B.A. from St. John Fisher College. He was inducted into the American Advertising Federation’s Advertising Hall of Achievement in 2008. Mr. Gieselman provides valuable expertise in the fields of marketing, advertising and sales, as well as significant experience leading global marketing organizations.
Mr. Gieselman will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s Proxy Statement for its 2019 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on October 30, 2019. Except as described below in Item 8.01 under “Formation of Special Litigation Committee,” Mr. Gieselman has not been appointed to serve as a member of any committee of the Board.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Company held its annual meeting of stockholders on December 3, 2019 (the “Annual Meeting”). At the Annual Meeting, 139,745,139 shares of Expedia Group common stock (generally entitled to one vote per share) and 5,523,452 shares of Expedia Group Class B common stock (generally entitled to ten votes per share) were represented and voted on each proposal presented as follows:
Proposal 1 – Election of Directors. The stockholders elected twelve directors of the Company, three of whom were elected by holders of common stock only (“Common Stock Nominees”), and nine of whom were elected by holders of common stock and