UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) December 6, 2011

 

 

EXPEDIA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-51447		20-2705720
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

333 108^th Avenue NE

Bellevue, Washington 98004

(Address of principal executive offices) (Zip code)

(425) 679-7200

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

The Expedia, Inc. annual meeting of stockholders was held on December 6, 2011. According to the inspector of elections, stockholders present in person or by proxy, representing 216,650,252 shares of Expedia common stock (generally entitled to one vote per share), 25,599,998 shares of Expedia Class B common stock (generally entitled to ten votes per share) and 222 shares of Expedia Series A Cumulative Convertible Preferred Stock (generally entitled to two votes per share), voted on each proposal presented as follows:

Proposal 1 – Charter Amendment to Effect the Spin-Off of TripAdvisor, Inc. via a Reclassification of Expedia Stock. The stockholders approved amendments to the Expedia amended and restated certificate of incorporation to effect the spin-off of TripAdvisor, Inc. The affirmative vote of (i) holders of a majority of the outstanding shares of Expedia common stock, voting as a separate class; (ii) holders of a majority of the outstanding shares of Expedia Class B common stock, voting as a separate class; (iii) holders of a majority of the voting power of the outstanding shares of Expedia common stock, Expedia Class B common stock and Expedia Series A preferred stock, voting together as a single class, and (iv) holders of a majority of the outstanding shares of Expedia common stock, other than shares owned or controlled by Expedia management, was required to approve the spin-off proposal. Stockholders voted as follows:

Expedia common stock, voting as a separate class:

 

For		Against		Abstain		Broker Non-Votes
204,792,878		136,501		588,491		11,132,382

Expedia Class B common stock, voting as a separate class:

 

For		Against		Abstain		Broker Non-Votes
255,999,980		0		0		0

Expedia common stock, Expedia Class B common stock and Expedia Series A preferred stock, voting together as a single class:

 

For		Against		Abstain		Broker Non-Votes
460,792,940		136,501		588,491		11,132,563

Expedia common stock, other than shares owned or controlled by Expedia management:

 

For		Against		Abstain		Broker Non-Votes
151,078,288		136,501		588,491		n/a

Proposal 2 – Reverse Stock Split. The stockholders approved amendments to the Expedia amended and restated certificate of incorporation to effect a one-for-two reverse stock split of Expedia common stock and Expedia Class B common stock. The affirmative vote of the holders of a majority of the outstanding voting power of the shares of Expedia capital stock, voting together as a single class, was required to approve the reverse stock split proposal, which would, if implemented, take effect immediately prior to the spin-off. Stockholders voted as follows:

 

For		Against		Abstain		Broker Non-Votes
408,527,203		50,538,128		2,453,461		11,131,703

Proposal 3 – Preferred Stock Merger. The stockholders approved the adoption of a merger agreement, pursuant to which a wholly owned subsidiary of Expedia would merge with and into Expedia, and pursuant to such merger each outstanding share of Expedia Series A Preferred Stock, par value $0.001, will be converted into the right to receive an amount in cash equal to $22.23, plus an amount equal to accrued and unpaid dividends through the effective date of the merger. The affirmative vote of the holders of a majority of the outstanding voting power of the shares of Expedia capital stock, voting together as a single class, was required to approve the preferred stock merger proposal, which would be implemented prior to the spin-off. Stockholders voted as follows:

 

For		Against		Abstain		Broker Non-Votes
460,773,309		154,290		590,333		11,132,563

 

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Proposal 4 – Corporate Opportunity Provisions. The stockholders approved the addition of provisions to the Expedia amended and restated certificate of incorporation pursuant to which Expedia would renounce any interest or expectancy in certain corporate opportunities, which generally would have the effect that no officer or director of Expedia who is also an officer or director of TripAdvisor will be liable to Expedia or its stockholders for breach of any fiduciary duty because such individual directs a corporate opportunity to TripAdvisor instead of Expedia, or does not communicate information to Expedia regarding a corporate opportunity that the officer or director has directed to TripAdvisor. The affirmative vote of the holders of a majority of the outstanding voting power of the shares of Expedia capital stock, voting together as a single class, was required to approve the corporate opportunity proposal, which would be implemented only if the spin-off is completed. Stockholders voted as follows:

 

For		Against		Abstain		Broker Non-Votes
450,895,211		10,003,869		618,852		11,132,563

Proposal 5 – 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, Class B common stock and Series A preferred 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:

 

		For		Withheld		Broker Non-Votes
Common Stock Nominees
A. George “Skip” Battle		184,555,606		20,962,346		11,132,563
Craig A. Jacobson		200,641,546		4,876,406		11,132,563
Peter M. Kern		199,236,265		6,281,687		11,132,563
Combined Stock Nominees
Barry Diller		418,539,904		42,978,028		11,132,563
Dara Khosrowshahi		418,375,685		43,142,247		11,132,563
Victor A. Kaufman		416,130,480		45,387,452		11,132,563
Jonathan L. Dolgen		454,136,248		7,381,684		11,132,563
William R. Fitzgerald		415,985,206		45,532,726		11,132,563
John C. Malone		405,855,665		55,662,267		11,132,563
José A. Tazón		456,429,446		5,088,486		11,132,563

Proposal 6 – 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, 2011. Stockholders voted as follows:

 

For		Against		Abstain		Broker Non-Votes
471,698,912		332,601		619,163		0

 

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Proposal 7 – 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:

 

For		Against		Abstain		Broker Non-Votes
455,855,231		4,867,392		795,309		11,132,563

Proposal 8 – Advisory Vote on Frequency of Holding Advisory Votes on Executive Compensation. The stockholders recommended, on an advisory basis, a frequency of every three years for the advisory vote on the compensation of Expedia’s named executive officers. Stockholders voted as follows:

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
95,794,991		5,520,191		359,797,010		405,740		11,132,563

Based on these results, and consistent with the recommendation of the Expedia Board of Directors, Expedia intends to hold an advisory vote on executive compensation every three years, until the next required non-binding advisory vote on the frequency of holding future votes regarding executive compensation.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 12, 2011

 

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