Expedia Group, Inc. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Expedia Group, Inc. on June 20, 2018. The filing addresses a corporate governance matter regarding the composition of the Company's Board of Directors and Audit Committee.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a regulatory compliance notice and does not contain financial performance data.
Material Changes
On June 20, 2018, Peter M. Kern resigned from the Company's Audit Committee to accept the position of Vice Chairman of the Company. Mr. Kern will continue to serve as a member of the Board of Directors. Consequently, the Company received notice from Nasdaq that it no longer complies with Nasdaq Marketplace Rule 5605(c)(2), which mandates an Audit Committee composed of at least three independent directors.
Outlook, Risks, and Management Commentary
The Company intends to fill the vacancy on the Audit Committee as expeditiously as possible. In the interim, the Company will utilize the cure period provided under Section 5605(c)(4) of Nasdaq's Marketplace Rules. The deadline to satisfy the listing requirement is the earlier of the next annual meeting of stockholders or June 20, 2019. If the next annual meeting is held before December 17, 2018, the deadline is December 17, 2018.
Key Facts for Investor Verification
- Peter M. Kern's resignation from the Audit Committee creates a temporary non-compliance with Nasdaq listing rules regarding independent director composition.
- The Company has a specific cure period to appoint a replacement independent director to the Audit Committee.
- Mr. Kern remains a member of the Board of Directors in his new role as Vice Chairman.
- No financial results or guidance are included in this specific filing.