Expedia Group (NASDAQ: EXPE) 2026 meeting backs pay and auditor

Rhea-AI Filing Summary

Expedia Group, Inc. held its 2026 Annual Meeting of Stockholders on June 17, 2026. Stockholders elected 11 directors, with three chosen solely by common stock holders and eight elected by common and Class B stock voting together.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 129,923,391 votes for and 15,369,867 against. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 152,960,795 votes for.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding: 114,498,625 shares Class B shares outstanding: 5,523,452 shares Total votes represented: 158,470,887 votes +4 more

7 metrics

Common shares outstanding 114,498,625 shares Common stock outstanding and entitled to vote as of April 20, 2026 record date

Class B shares outstanding 5,523,452 shares Class B common stock outstanding and entitled to vote as of April 20, 2026 record date

Total votes represented 158,470,887 votes Total votes represented in person or by proxy, constituting a quorum

Say-on-pay votes for 129,923,391 votes Votes in favor of advisory approval of named executive officer compensation

Say-on-pay votes against 15,369,867 votes Votes against advisory approval of named executive officer compensation

Auditor ratification votes for 152,960,795 votes Votes in favor of ratifying Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 5,001,905 votes Votes against ratifying Ernst & Young LLP as independent registered public accounting firm

Key Terms

broker non-votes, advisory vote, independent registered public accounting firm, quorum, +1 more

5 terms

broker non-votes financial

"For | Withheld | Broker Non-Votes Common Stock Nominees"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Proposal 2 – Advisory vote on the compensation of the Company's named executive officers."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"Ratification of the Appointment of Independent Registered Public Accounting Firm."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

quorum financial

"representing 158,470,887 total votes and constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

record date financial

"At the close of business on April 20, 2026, the record date for determining stockholders entitled to vote"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

0001324424false00013244242026-06-172026-06-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 17, 2026

EXPEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37429

20-2705720

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1111 Expedia Group Way W.

Seattle, Washington 98119

(Address of principal executive offices) (Zip code)

(206) 481-4252

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value

EXPE

Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

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

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

At the close of business on April 20, 2026, the record date for determining stockholders entitled to vote at the 2026 Annual Meeting, there were 114,498,625 shares of the Company’s common stock and 5,523,452 shares of the Company’s Class B common stock outstanding and entitled to vote. Each share of common stock was entitled to one vote and each share of Class B common stock was entitled to 10 votes. Holders of 103,236,367 shares of common stock and 5,523,452 shares of Class B common stock were represented in person or by proxy, representing 158,470,887 total votes and constituting a quorum.

Proposal 1 – Election of Directors. Stockholders elected 11 directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders or until their successors are duly elected and qualified (or, if earlier, their removal or resignation). Three directors were elected solely by holders of common stock (the “Common Stock Nominees”) and eight directors were elected by holders of common stock and Class B common stock voting together as a single class (the “Combined Stock Nominees”). Votes were as follows:

			For						Withheld						Broker Non-Votes
Common Stock Nominees
M. Moina Banerjee			92,243,545						1,525,514						9,467,308
Henrique Dubugras			92,642,843						1,126,216						9,467,308
Patricia Menendez Cambo			92,623,728						1,145,331						9,467,308
Combined Stock Nominees
Beverly Anderson			147,578,203						1,425,376						9,467,308
Chelsea Clinton			144,151,665						4,851,914						9,467,308
Barry Diller			119,501,399						29,502,180						9,467,308
Ariane Gorin			146,983,041						2,020,538						9,467,308
Craig Jacobson			116,582,254						32,421,325						9,467,308
Dara Khosrowshahi			130,297,391						18,706,188						9,467,308
Alex von Furstenberg			138,486,428						10,517,151						9,467,308
Alexandr Wang			79,243,531						69,760,048						9,467,308

Proposal 2 – Advisory vote on the compensation of the Company's named executive officers. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement by voting as follows:

For						Against						Abstain						Broker Non-Votes
129,923,391						15,369,867						3,710,321						9,467,308

Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm. Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by voting as follows:

For						Against						Abstain
152,960,795						5,001,905						508,187

SIGNATURE

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

			EXPEDIA GROUP, INC.
			By:			/s/ Robert Dzielak
						Robert Dzielak
						Chief Legal & People Officer, and Secretary

Dated: June 22, 2026

FAQ

What did Expedia Group (EXPE) stockholders decide at the 2026 annual meeting?

Stockholders elected 11 directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the voting results disclosed.

How many Expedia Group (EXPE) directors were elected in 2026 and how were they chosen?

Stockholders elected 11 directors to the Board. Three directors were elected solely by holders of common stock, while eight directors were elected by holders of common stock and Class B common stock voting together as a single class, to serve until the next annual meeting.

How did Expedia Group (EXPE) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of named executive officers on an advisory basis, with 129,923,391 votes for, 15,369,867 against, 3,710,321 abstentions, and 9,467,308 broker non-votes, as disclosed in connection with the 2026 Annual Meeting of Stockholders.

What were the 2026 auditor ratification results for Expedia Group (EXPE)?

Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 152,960,795 votes for, 5,001,905 against, and 508,187 abstentions in the auditor ratification proposal.

What voting power did Expedia Group (EXPE) common and Class B shares have at the 2026 meeting?

Each share of common stock was entitled to one vote, and each share of Class B common stock was entitled to ten votes. This voting structure applied to the 2026 Annual Meeting, where common and Class B stock sometimes voted together as a single class.

How many Expedia Group (EXPE) shares were entitled to vote at the 2026 annual meeting?

As of the April 20, 2026 record date, 114,498,625 shares of common stock and 5,523,452 shares of Class B common stock were outstanding and entitled to vote, forming the basis for determining eligible stockholders at the 2026 Annual Meeting.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.6 KB