Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Samuel Altman Resignation

Effective as of June 1, 2023, Samuel Altman resigned from the Expedia Group, Inc. (the "Company") Board of Directors (the "Board"). Mr. Altman resigned in order to focus on his other business interests and not because of any disagreement with the Company, its management, or the Board.

(d) Alexandr Wang Election

On May 31, 2023, following a recommendation from its Nominating Committee, the Board, including all remaining directors elected by holders of the Company's common stock only, elected Alexandr Wang to fill the vacancy created by Mr. Altman's resignation.

Mr. Wang is the founder and CEO of Scale AI, the data platform accelerating the development of artificial intelligence. Mr. Wang founded Scale as a student at the Massachusetts Institute of Technology ("MIT") at the age of 19 to help companies build long-term AI strategies with the right data and infrastructure. Founded in 2016, Scale has grown to become the leading provider of AI development services for autonomous vehicle manufacturers and serves a broad range of customers from large governmental organizations to leading global companies. Mr. Wang grew up in Los Alamos, New Mexico, where he began his journey with a deep passion for coding. He quickly developed a knack for it as a teenager, winning national computing and physics competitions, including the USA Computing Olympiad. He enrolled at MIT at 17, where he undertook graduate machine learning coursework as a freshman, before dropping out to found Scale.

In connection with his election, the Board determined that Mr. Wang is an "independent director" as contemplated by Section 5605(a)(2) of the Nasdaq Marketplace Rules. Mr. Wang's initial term will expire at the Company's 2024 annual meeting of stockholders or his earlier resignation or removal. As of the date of this Current Report on Form 8-K, neither Mr. Wang 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. Wang party to any understanding or arrangement pursuant to which he was elected as a director.

Mr. Wang will be compensated in accordance with the Company's standard compensation policies and practices for the Board, the components of which were disclosed in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2023 (the "2023 Proxy Statement").

(e) Plan Amendments

Amended Stock and Annual Incentive Plan

On May 31, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting"). At the 2023 Annual Meeting, the Company's stockholders approved the Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan, effective as of May 31, 2023 (the "Amended 2005 Plan"), including an amendment to increase the number of shares authorized for issuance thereunder by 6,000,000 shares. A description of the terms and conditions of the Amended 2005 Plan is set forth in the Company's 2023 Proxy Statement under the heading " Proposal 4 : Approval of Expedia Group's Sixth Amend ed and R estated 2005 Stock and Annual Incentive Plan, Including an

Amendment to Increase the Number of Shares Authorized for Issuance Thereunder by 6,000,000 ", which description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the Amended 2005 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Amended Employee Stock Purchase Plans

At the 2023 Annual Meeting, stockholders also approved the Expedia Group, Inc. 2013 Employee Stock Purchase Plan, as Amended and Restated, effective as of May 31, 2023 (the "Amended U.S. ESPP"), and the Expedia Group, Inc. 2013 International Employee Stock Purchase Plan, as Amended and Restated, effective as of May 31, 2023 (the "Amended International ESPP" and, together with the Amended U.S. ESPP, the "Amended ESPPs"), including an amendment to increase the number of shares authorized for issuance under the Amended ESPPs by 1,000,000 shares. A description of the terms and conditions of the Amended ESPPs is set forth in the Company's 2023 Proxy Statement under the heading " Proposal

5 : Approval of Expedia Group's 2013 Employee Stock Purchase Plan, as Amended and Restated, and Expedia Group's 2013 International Employee Stock Purchase Plan, as Amended and Restated, Including an Amendment to Increase the Number of

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Shares Authorized for Issuance Thereunder by 1,000,000 ", which description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the Amended U.S. ESPP and the Amended International ESPP, copies of which are filed as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

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

At the 2023 Annual Meeting, stockholders of the Company voted on the six proposals described in the 2023 Proxy Statement and cast their votes as set forth below.

As of the close of business on April 3, 2023, the record date for the 2023 Annual Meeting, there were 143,980,614 shares of the Company's common stock (each share entitled to one vote) and 5,523,452 shares of the Company's Class B common stock (each share entitled to 10 votes) entitled to vote. At the 2023 Annual Meeting, 123,719,819 shares of the Company's common stock and 5,523,452 shares of the Company's Class B common stock were represented in person or by proxy, representing an aggregate voting power of 178,954,339 votes and constituting a quorum.

Proposal 1 - Election of Directors. The stockholders elected 12 directors of the Company, three of whom were elected by holders of common stock only (the "Common Stock Nominees"), and nine of whom were elected by holders of common stock and Class B common stock voting together as a single class (the "Combined Stock Nominees"), with each director to hold office until the next annual meeting of stockholders or until such director's successor has been duly elected and qualified (or, if earlier, such director's removal or resignation from the Board). The stockholders voted as follows:


                                 For            Withheld        Broker Non-Votes
Common Stock Nominees
  Samuel Altman               98,913,789       15,580,888          9,225,142
  Henrique Dubugras          109,389,412       5,105,265           9,225,142
  Patricia Menendez Cambo    104,524,130       9,970,547           9,225,142
Combined Stock Nominees
  Beverly Anderson           102,633,109       67,096,088          9,225,142
  M. Moina Banerjee          164,997,149       4,732,048           9,225,142
  Chelsea Clinton             89,165,148       80,564,049          9,225,142
  Barry Diller               120,861,816       48,867,381          9,225,142
  Craig Jacobson              86,698,713       83,030,484          9,225,142
  Peter Kern                 158,309,155       11,420,042          9,225,142
  Dara Khosrowshahi          106,542,983       63,186,214          9,225,142
  Alex von Furstenberg       153,342,475       16,386,722          9,225,142
  Julie Whalen               148,671,164       21,058,033          9,225,142

Proposal 2 - Advisory vote on the compensation of the Company's named executive officers. The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the 2023 Proxy Statement. The stockholders voted as follows:


     For            Against         Abstain        Broker Non-Votes
  96,803,356       72,819,937       105,904           9,225,142

Proposal 3 - Advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers. The stockholders recommended, on an advisory basis, a frequency of every year for future advisory votes on the compensation of the Company's named executive officers. The stockholders voted as follows:

1 Year 2 Years 3 Years Abstain Broker Non-Votes


 168,648,384        59,227         977,581        44,005            9,225,142

In light of these voting results, and consistent with the Board's recommendation, the Board has determined that the Company will hold an advisory vote on named executive officer compensation every year, until the next required vote on the frequency of

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such advisory votes, or until the Board otherwise determines that a different frequency is in the best interests of the Company and its stockholders.

Proposal 4 - Approval of the Company's Amended Stock and Annual Incentive Plan. The stockholders approved the Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan, including an amendment to increase the number of shares authorized for issuance thereunder by 6,000,000 shares. The stockholders voted as follows:


     For            Against         Abstain        Broker Non-Votes
 104,754,860       64,912,827       61,510            9,225,142

Proposal 5 - Approval of the Company's Amended Employee Stock Purchase Plans. The stockholders approved the Company's 2013 Employee Stock Purchase Plan, as amended and restated, and the Company's 2013 International Employee Stock Purchase Plan, as amended and restated, including an amendment to increase the number of shares authorized for issuance thereunder by 1,000,000 shares. The stockholders voted as follows:


     For            Against        Abstain        Broker Non-Votes
 165,966,555       3,712,712       49,930            9,225,142

Proposal 6 - Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. The stockholders voted as follows:


     For            Against        Abstain        Broker Non-Votes
 177,955,990        955,032        43,317                -

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

  Exhibit
   Number            Description
    10.1               Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual
                     Incentive Plan
    10.2               Expedia Group, Inc. 2013 Employee Stock Purchase Plan, as Amended and
                     Restated
    10.3               Expedia Group, Inc. 2013 International Employee Stock Purchase Plan, as
                     Amended and Restated
    104              Cover Page Interactive Data File, formatted in Inline XBRL

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