Business Context and Reporting Period
This Form 8-K Current Report was filed by Expedia Group, Inc. on May 14, 2021. The filing addresses a corporate governance event regarding the Board of Directors rather than financial performance.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is limited to Item 5.02 regarding officer departures and does not contain financial statements.
Material Changes
The material change reported is the resignation of David Sambur from the Board of Directors, effective May 14, 2021. Mr. Sambur was designated by AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc. ("Apollo").
- Reason for Resignation: The resignation was not due to any disagreement with the Company, management, or the Board.
- Board Representation: Under the Investment Agreement dated April 23, 2020, Apollo was entitled to designate one director as long as it beneficially owned at least 50% of the Series A Preferred Stock and warrants purchased under the agreement.
- Current Status: Apollo no longer beneficially owns any warrants or shares of Common Stock. Consequently, Apollo is no longer entitled to nominate a representative to replace Mr. Sambur.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Confirm the effective date of David Sambur's resignation (May 14, 2021).
- Verify that Apollo Global Management no longer holds the Series A Preferred Stock or warrants required to maintain board representation.
- Check subsequent filings to determine if the Board size has been reduced or if a new director was appointed to fill the vacancy.