Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
See disclosure in Item 5.02 below, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Expedia Group, Inc. (the "Company") previously reported the resignation of Susan
Athey from the Board of Directors of the Company (the "Board"), effective June
21, 2022. On October 27, 2022, the Board, (including a majority of the directors
elected by holders of the Company's common stock and Class B common stock,
voting as a single class) elected Henrique Dubugras to fill the vacancy created
by Ms. Athey's resignation, effective immediately, and determined that Mr.
Dubugras is an "independent director" as contemplated by Section 5605(a)(2) of
the Nasdaq Marketplace Rules. Following Mr. Dubugras' election, the Board is
again composed of a majority of independent directors under Nasdaq Marketplace
Rules.
Mr. Dubugras has served as the co-Chief Executive Officer of Brex Inc., a
privately-held financial services company, since co-founding Brex in 2017. Prior
to Brex, Mr. Dubrugras had co-founded and served as Chief Executive Officer of
Pagar.me, an online payments company that was acquired in September 2016.
Earlier in his career, Mr. Dubrugas founded EduqueMe, an educational
crowdfunding company, and Estudar nos EUA, a company aimed at disseminating
information about study-abroad opportunities. Since June 2017, Mr. Dubrugas has
served on the Board of Directors of MercadoLibre, Inc., a leading Latin American
e-commerce technology platform. He studied computer science at Stanford
University from September 2016 to March 2017.
Mr. Dubugras' initial term will expire at the Company's 2023 annual meeting of
stockholders, or his earlier resignation or removal. As of the date of this
Current Report on Form 8-K, neither Mr. Dubugras nor any of his immediate family
members is a party, either directly or indirectly, to any transaction that would
be required to be reported under Rule 404(a) of Regulation S-K, nor is Mr.
Dubugras a party to any understanding or arrangement pursuant to which he was
appointed as a director. Mr. Dubugras will be compensated according to the
Company's compensation program for non-employee directors as described in the
Company's Proxy Statement on Schedule 14A filed with the SEC on April 26, 2022.
On October 27, 2022, the Company notified Nasdaq of Mr. Dubugras' election to
the Board and the Board's independence determination with respect to Mr.
Dubugras. On the same date, Nasdaq in turn notified the Company that it was in
compliance with Nasdaq Marketplace Rule 5605(b)(1), which requires that a
majority of the Board be "independent directors" as defined in Nasdaq
Marketplace Rule 5605(a)(2).
As a result of Julie Whalen's previously reported resignation from the Audit
Committee of the Board (the "Audit Committee") on September 13, 2022 in
connection with her appointment as the Company's Chief Financial Officer, the
Company continues to rely on the cure period set forth in Nasdaq Marketplace
Rule 5605(c)(4), with respect to compliance with Nasdaq Marketplace Rule
5605(c)(2), which requires the Company to have an audit committee composed of at
least three independent directors, and intends to appoint an additional
independent director and fill the vacancy on the Audit Committee as
expeditiously as possible.
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