Expedia Group, Inc. (EXPE)
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AGM 2018

Jun 20, 2018

Operator

Good morning, and welcome to Expedia Group, Inc.'s 2018 annual stockholders meeting. Today's meeting is being recorded. At this time, I would like to turn proceedings over to Mr. Barry Diller, Chairman and Senior Executive of Expedia Group, Inc.. Please go ahead, sir.

Barry Diller
Chairman and Senior Executive, Expedia Group

Thank you. Morning, everyone. Yes, this is our annual virtual meeting. It's entirely online, as a technology company really should conduct its meetings, as against the antiquarian process of an AGM. Let me introduce the other executives who are with me, our President and CEO, our Executive Vice President and CFO, and our Chief Legal Officer and Secretary. Excuse me. Today, we're going to elect directors and ratify the appointment of an independent auditor. After the formal portion of this meeting, we'll take any questions that you may have. I'll now call the meeting to order and turn it over to our General Counsel.

Pamela Coe
Director, Expedia Group

Thank you, Mr. Diller. Good morning, and welcome. Before we move to the business before us today, I would like to also introduce Mr. Timothy Tasker from the accounting firm of Ernst & Young, the company's independent auditor. I would also remind everyone that the meeting will be conducted pursuant to the agenda and rules of conduct, which you can find on the meeting portal, along with links to our 2018 proxy statement and 2017 annual report. Expedia Group stockholders who may vote on the matters presented at this meeting are stockholders of record at the close of business on April 23rd, 2018. Stockholders of the company have been voting since we mailed the company's notice of meeting, proxy statement, and proxy card on or about May 8th. If you have already cast your votes, your votes have been tallied, and you need not vote again today.

If you are entitled to vote and wish to revoke a previously submitted proxy or cast your vote during the meeting, you may do so online now until such time as the polls are closed. Mr. Peter Deskovich from Broadridge Financial Solutions has been duly appointed as the Inspector of Election for this meeting. The record will show that we have received a quorum report signed by Mr. Deskovich, certifying that sufficient shares of the company's outstanding capital stock and amount of the outstanding voting power are represented at this meeting to constitute a quorum for the items of business to be voted on. A quorum is accordingly present, and we may proceed with the transaction of business stated in the notice of meeting. This year, there are two business items on the agenda. Detailed descriptions of these business items may be found in the company's 2018 proxy statement.

The first item on the agenda is a proposal to elect 15 directors to serve a term of one year. As indicated in the proxy statement, the Board of Directors recommends that the stockholders elect the director nominees. 11 of the nominees will be voted upon collectively by the holders of Expedia Group's common stock and Class B common stock. They are Mr. Barry Diller, Mr. Victor Kaufman, Mr. Mark Okerstrom, Ms. Courtnee Chun, Ms. Chelsea Clinton, Ms. Pamela Coe, Mr. Jonathan Dolgen, Mr. Dara Khosrowshahi, Mr. Scott Rudin, Mr. Christopher Shean, and Mr. Alex von Furstenberg. The remaining four nominees will be voted upon by the holders of the Expedia Group common stock only. Ms. Susan Athey, Mr. Skip Battle, Mr. Craig Jacobson, and Mr. Peter Kern.

Item two on the agenda is a proposal to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for the year ending December 31st, 2018, as recommended by the audit committee of the Board of Directors. The Board of Directors recommends a vote for this proposal. The two proposals for this meeting have been presented. The chairman and I now declare the polls closed, and the time is 8:04 A.M.

Before the meeting, the inspector, Mr. Deskovich, informed me of the results based on proxies already received, and based on those preliminary voting results, and pursuant to the Delaware General Corporation Law and the company's certificate of incorporation and bylaws, the 15 nominees for election have been elected as directors to serve a one-year term expiring at next year's annual meeting, each director nominee having received the highest number of votes present at today's meeting. The appointment of Ernst & Young as the company's independent registered public accounting firm for fiscal year 2018 has been ratified, having received the favorable vote of a majority of shares present at today's meeting, cast in favor of ratification. We will report the final voting results on a Form 8-K, which will be filed with the Securities and Exchange Commission within four business days.

With no other business to conduct at this meeting, I declare the meeting adjourned. We have not received any stockholder questions, that will conclude today's proceedings. Thank you.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.