Business Context and Reporting Period
This Form 8-K was filed by Expedia, Inc. on December 21, 2012, reporting events occurring on December 18, 2012. The filing addresses corporate governance changes involving 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 is limited to Item 5.02 regarding director departures and appointments.
Material Changes
The primary material change reported is the resignation of William R. Fitzgerald from the Board of Directors, effective immediately prior to the election of his replacement. This action was taken to facilitate the appointment of a Liberty Interactive Corporation designee.
Guidance, Outlook, and Management Commentary
There is no financial guidance, outlook, or management commentary regarding business performance in this filing. The document details the contractual rights under the Amended and Restated Governance Agreement between Expedia, Liberty, and Barry Diller, which grants Liberty the right to nominate two directors and designate replacements. Liberty designated Dr. John C. Malone, Chairman of the Liberty Board of Directors, as the replacement. Dr. Malone was elected to the Board on December 20, 2012, having previously served as a director from August 2005 until November 29, 2012.
Key Facts for Investor Verification
- William R. Fitzgerald resigned from the Expedia Board effective December 18, 2012.
- Dr. John C. Malone was elected to the Board on December 20, 2012, as the Liberty Interactive Corporation designee.
- The transition was executed pursuant to the Governance Agreement dated December 20, 2011.
- Dr. Malone is returning to the Board after a brief hiatus from November 2012.