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EXPE > SEC Filings for EXPE > Form 8-K on 20-Jun-2014All Recent SEC Filings

Show all filings for EXPEDIA, INC.

Form 8-K for EXPEDIA, INC.


20-Jun-2014

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

The Expedia, Inc. annual meeting of stockholders was held on June 17, 2014. According to the inspector of elections, stockholders present in person or by proxy, representing 102,528,735 shares of Expedia common stock (generally entitled to one vote per share) and 12,799,999 shares of Expedia Class B common stock (generally entitled to ten votes per share) voted on each proposal presented as follows:

Proposal 1 - Election of Directors. The stockholders elected ten directors of Expedia, three of whom were elected by holders of common stock only ("Common Stock Nominees"), and seven of whom were elected by holders of common stock and Class B common stock voting together as a single class ("Combined Stock Nominees"), each to hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified (or, if earlier, such director's removal or resignation from the Board of Directors). Stockholders voted as follows:

                                                                        Broker
                                        For            Withheld        Non-Votes
         Common Stock Nominees
         A. George "Skip" Battle      79,393,716       16,307,458       6,827,561
         Craig A. Jacobson            94,371,062        1,330,112       6,827,561
         Peter M. Kern                94,706,398          994,776       6,827,561

         Combined Stock Nominees
         Barry Diller                186,277,914       37,423,250       6,827,561
         Dara Khosrowshahi           200,840,178       22,860,986       6,827,561
         Victor A. Kaufman           184,779,159       38,922,005       6,827,561
         Jonathan L. Dolgen          219,512,914        4,188,250       6,827,561
         Pamela L. Coe               184,134,756       39,566,408       6,827,561
         John C. Malone              188,069,549       35,631,615       6,827,561
         José A. Tazón               222,733,405          967,759       6,827,561

Proposal 2 - Ratification of appointment of independent registered public accounting firm. The stockholders ratified the appointment of Ernst & Young LLP as Expedia's independent registered public accounting firm for the year ending December 31, 2014. Stockholders voted as follows:

                                                         Broker
                        For        Against    Abstain   Non-Votes
                    229,160,732   1,280,694   87,299      - 0 -

Proposal 3 - Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of Expedia's named executive officers as disclosed in Expedia's proxy statement. Stockholders voted as follows:

                                                          Broker
                        For        Against     Abstain   Non-Votes
                    209,267,678   14,234,865   198,621   6,827,561

Proposal 4 - Stockholder Proposal - Reporting Political Contributions and Expenditures. The stockholder rejected a proposal seeking a report on political contributions and expenditures. Stockholders voted as follows:

                                                           Broker
                     For         Against      Abstain     Non-Votes
                  38,933,703   173,931,048   10,836,413   6,827,561


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