Business Context and Reporting Period
This Form 8-K was filed by Expedia, Inc. on November 29, 2012. The report addresses corporate governance changes, specifically the election of a new director to the Board of Directors.
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 personnel and governance matters.
Material Changes
The primary material change reported is the composition of the Board of Directors:
- Appointment: Pamela L. Coe was elected to the Board of Directors on November 29, 2012.
- Resignation: Dr. John C. Malone resigned from the Board, effective immediately prior to Ms. Coe's election.
- Nomination Rights: The appointment was made pursuant to contractual rights held by Liberty Interactive Corporation, a stockholder, to nominate two directors.
Management Commentary and Background
Ms. Coe brings significant legal and corporate governance experience to the Board. Her background includes:
- Current role as Vice President, Deputy General Counsel, and Secretary at Liberty Interactive Corporation (joined January 2007).
- Prior service as Senior Counsel, Finance at Tele-Communications, Inc. (TCI) for seven years.
- Previous tenure as a partner in a major San Francisco-based law firm specializing in corporate, securities, and banking law.
- Education: B.S. in finance from Arizona State University and J.D. from the UCLA School of Law.
Key Facts for Investor Verification
- Confirm the effective date of Dr. John C. Malone's resignation and the immediate succession by Pamela L. Coe.
- Verify the current stock ownership percentage of Liberty Interactive Corporation to ensure continued eligibility for director nominations.
- Review the full Board of Directors composition to assess the impact of this change on corporate governance dynamics.