Business Context and Reporting Period
This Form 8-K Current Report was filed by Expedia Group, Inc. on January 8, 2021, with the earliest event reported on January 8, 2021. The filing addresses corporate governance changes involving the Board of Directors and subsequent compliance notifications with the Nasdaq Stock Market.
Key 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 corporate governance and listing compliance matters.
Material Changes
- Board Resignation: A. George "Skip" Battle resigned from the Company's Board of Directors effective January 8, 2021.
- Nasdaq Non-Compliance: Following the resignation, the Company received notice from Nasdaq on January 11, 2021, confirming it no longer complies with Marketplace Rule 5605(c)(2). This rule requires an audit committee composed of at least three independent directors.
Outlook, Risks, and Management Commentary
- Reason for Departure: Management stated that Mr. Battle's resignation is not due to any disagreement with the Company regarding operations, policies, or practices.
- Remediation Plan: The Company intends to fill the vacancy on the audit committee as expeditiously as possible.
- Cure Period: The Company will rely on the cure period under Nasdaq Marketplace Rule 5605(c)(4). The deadline to satisfy the audit committee composition requirements is the earlier of the next annual meeting of stockholders or January 8, 2022. If the next annual meeting is held before July 7, 2021, the deadline is July 7, 2021.
Investor Verification Checklist
- Verify the appointment of a new independent director to the audit committee to restore Nasdaq compliance.
- Confirm the date of the next annual meeting of stockholders to determine the specific cure deadline.
- Review subsequent filings to ensure no further governance issues arise from the vacancy.