Expedia, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report (Form 8-K) was filed by Expedia, Inc. on August 6, 2007, covering events occurring on July 30 and July 31, 2007. The filing addresses a governance issue regarding the composition of the Company's audit committee.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is strictly a disclosure of a corporate governance event and does not contain financial performance data.
Material Changes
On July 30, 2007, David Goldhill resigned from the Company's audit committee. The resignation was due to Mr. Goldhill ceasing to be independent under Nasdaq Marketplace Rules and was not the result of any disagreement with the Company regarding operations, policies, or practices. Consequently, the Company fell out of compliance with Nasdaq Marketplace Rule 4350(d)(2)(A), which mandates an audit committee of at least three members.
Outlook, Risks, and Contingencies
On July 31, 2007, the Company notified the Nasdaq Stock Market of the non-compliance. On August 2, 2007, Nasdaq confirmed the deficiency and granted a cure period under Marketplace Rule 4350(d)(4). The Company has until the earlier of its next annual stockholders' meeting or July 30, 2008, to restore compliance. Management expects to cure this deficiency within the allotted time. A press release regarding this matter was issued as required by Marketplace Rule 4803(a).
Key Facts for Investor Verification
- David Goldhill resigned from the audit committee on July 30, 2007, due to loss of independence.
- The Company is currently non-compliant with Nasdaq rules requiring a minimum of three audit committee members.
- Nasdaq has granted a cure period extending until July 30, 2008, or the next annual stockholders' meeting.
- The Company states the resignation was not related to any disagreement over company operations or policies.