expe-20231213

Delaware

001-37429

20-2705720

(State or other jurisdiction
of incorporation)

(Commission
File Number)

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


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))

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.			☐

On December 13, 2023, the Board of Directors (the “Board”) of Expedia Group, Inc. (the “Company”) approved and adopted amendments to the Company's Amended and Restated Bylaws (as amended, the “Bylaws”), which became effective that same date. Among other things, the amendments:

•update the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and other proposals made in connection with annual meetings of stockholders by, among other things:

◦requiring additional background information and disclosures regarding proposing stockholders and proposed nominees;

◦requiring any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 and to provide reasonable evidence that certain requirements of such rule have been satisfied;

◦requiring that any stockholder proposing any nominees or business provide any additional information as may reasonably be requested by the Company;

◦requiring that a stockholder seeking to nominate director(s) at a meeting deliver to the Company notice that it has met all applicable requirements of Rule 14a-19 no later than five business days prior to the applicable meeting;

◦requiring that the information regarding the stockholder submitting a nomination and their nominees be true as of the record date and as of ten business days prior to the meeting date; and

◦requiring any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card other than white, with the white proxy card being reserved for exclusive use by the Board;

•require stockholders to provide notice of any proposed business or nominations no earlier than 120 days and no later than 90 days prior to the annual meeting; and

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 hereto and incorporated herein by reference.


Exhibit Number						Description
3.1						Amended and Restated Bylaws of Expedia Group, Inc., effective as of December 13, 2023
104						Cover Page Interactive Data File, formatted in Inline XBRL

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly 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 Officer and Secretary