SECURITIES AND EXCHANGE COMMISSION
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): February 27, 2006
Expedia, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-51447
(Commission File Number)
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20-2705720
(IRS Employer
Identification Number) |
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3150 139th Avenue S.E., Bellevue, Washington
(Address of Principal Executive Offices)
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98005
(Zip Code) |
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| Registrant’s telephone number, including area code:
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(425) 679-7200 |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
(a) Departure of Directors or Principal Officers
On February 27, 2006, Gregory B. Maffei submitted his resignation as a member of the Board of
Directors of Expedia, Inc. (“Expedia”). Mr. Maffei did not serve on any committee of the Board of
Directors. Mr. Maffei had been nominated by Liberty Media Corporation (“Liberty”), a stockholder
of Expedia. Pursuant to a Governance Agreement between Expedia, Liberty and Barry Diller, dated as
of August 9, 2005, Liberty has the contractual right to nominate two directors for election to the
Board so long as certain stock ownership requirements are satisfied.
Liberty has nominated William
R. Fitzgerald to replace Mr. Maffei.