0001225208-24-002062.txt : 20240214 0001225208-24-002062.hdr.sgml : 20240214 20240214164627 ACCESSION NUMBER: 0001225208-24-002062 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240212 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gorin Ariane CENTRAL INDEX KEY: 0002010953 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37429 FILM NUMBER: 24639659 MAIL ADDRESS: STREET 1: C/O EXPEDIA GROUP, INC. STREET 2: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia Group, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 202705720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: (206) 481-7200 MAIL ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 FORMER COMPANY: FORMER CONFORMED NAME: Expedia, Inc. DATE OF NAME CHANGE: 20050420 3 1 doc3.xml X0206 3 2024-02-12 0 0001324424 Expedia Group, Inc. EXPE 0002010953 Gorin Ariane C/O EXPEDIA GROUP, INC. 1111 EXPEDIA GROUP WAY W. SEATTLE WA 98119 1 Common Stock 42225.0000 D Options to Purchase Common Stock 104.5000 2025-03-02 Common Stock 57244.0000 D Options to Purchase Common Stock 149.2600 2024-08-25 Common Stock 15000.0000 D Performance Stock Units 0.0000 2024-02-15 Common Stock 14821.0000 D Performance Stock Units 0.0000 2025-02-15 Common Stock 11475.0000 D Performance Stock Units 0.0000 2026-02-15 Common Stock 27158.0000 D Restricted Stock Units 0.0000 2024-02-15 2024-02-15 Common Stock 1109.0000 D Restricted Stock Units 0.0000 2024-02-15 2025-02-15 Common Stock 4632.0000 D Restricted Stock Units 0.0000 2024-02-15 2026-02-15 Common Stock 6454.0000 D Restricted Stock Units 0.0000 2024-02-15 2027-02-15 Common Stock 22066.0000 D Restricted Stock Units 0.0000 2024-04-15 2025-10-15 Common Stock 10704.0000 D This option is fully vested. Vesting of the performance stock units ("PSUs") is dependent on the compound annual growth rate ("CAGR") of Expedia Group's common stock through a performance period ending on December 31, 2024. The "target" number of PSUs is reported. Between 0% and 200% of the target number of PSUs may vest on February 15, 2024 assuming continued employment through the applicable date and with the vesting percentage based on the applicable CAGR. Vesting of the performance stock units ("PSUs") is dependent on the compound annual growth rate ("CAGR") of Expedia Group's common stock through a performance period ending on December 31, 2025. The "target" number of PSUs is reported. Between 0% and 200% of the target number of PSUs may vest on February 15, 2025 assuming continued employment through the applicable date and with the vesting percentage based on the applicable CAGR. Vesting of the performance stock units ("PSUs") is dependent on the compound annual growth rate ("CAGR") of Expedia Group's common stock through a performance period ending on December 31, 2026. The "target" number of PSUs is reported. Between 0% and 200% of the target number of PSUs may vest on February 15, 2026 assuming continued employment through the applicable date and with the vesting percentage based on the applicable CAGR. Date at which first vesting occurs is indicated. One-fifth of the total number of restricted stock units vests on February 15, 2024 and an additional one-fifth on the fifteenth day of the second month in each quarter thereafter until fully vested. Date at which first vesting occurs is indicated. One-ninth of the total number of restricted stock units vests on February 15, 2024 and an additional one-ninth on the fifteenth day of the second month in each quarter thereafter until fully vested. Date at which first vesting occurs is indicated. One-thirteenth of the total number of restricted stock units vests on February 15, 2024 and an additional one-thirteenth on the fifteenth day of the second month in each quarter thereafter until fully vested. Date at which first vesting occurs is indicated. One-seventh of the total number of restricted stock units vests on April 15, 2024 and an additional one-seventh on the fifteenth day of the first month in each quarter thereafter until fully vested. Power of Attorney provided herewith. /s/ Michael S. Marron, Attorney-in-fact 2024-02-14 EX-24 2 agpoa.txt POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Robert J. Dzielak, Michael S. Marron and David J. Zelkind, signing singly, as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer of Expedia Group, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act") and Form ID to obtain EDGAR codes and related documentation for use in filing Forms 3, 4 and 5; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Form ID, complete and execute any amendment or amendments thereto, and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion; and (4) seek or obtain, as the undersigned's attorney-in-fact and on the undersigned's behalf, information regarding transactions in the Company's securities from any third party, including brokers, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in connection with the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. Additionally, although pursuant to this Power of Attorney the Company will use commercially reasonable best efforts to timely and accurately file Section 16 reports on behalf of the undersigned, the Company does not represent or warrant that it will be able to in all cases timely and accurately file Section 16 reports on behalf of the undersigned due to various factors, including, but not limited to, the shorter deadlines mandated by the Sarbanes-Oxley Act of 2002, possible time zone differences between the Company and the undersigned and the Company's need to rely on others for information, including the undersigned and brokers of the undersigned. IN WITNESS WHEREOF, the undersigned had caused this Power of Attorney to be executed as of this 1st day of February, 2024 By: /s/ Ariane Gorin Ariane Gorin - 2 - 34163-0006/136815582.1 34163-0006/136815582.1