EXPEDIA GROUP, INC. : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Change in Directors or Principal Officers (form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 11, 2021, Expedia Group, Inc. (the "Company") notified Nasdaq of the resignation of A. George "Skip" Battle from the Company's Board of Directors (the "Board"), as described in Item 5.02 of this Current Report on Form 8-K. On the same day, the Company received notice from Nasdaq confirming that the Company no longer complies with Nasdaq Marketplace Rule 5605(c)(2), which requires the Company to have an audit committee composed of at least three "independent directors" (as defined in Nasdaq Marketplace Rule 5605(a)(2)). The Company intends to fill the vacancy on the audit committee as expeditiously as possible. In the meantime, the Company will rely on the cure period set forth in Section 5605(c)(4) of Nasdaq's Marketplace Rules, which gives the Company until the earlier of its next annual meeting of stockholders or January 8, 2022 or, if the next annual meeting of stockholders is held before July 7, 2021, then not later than July 7, 2021 to satisfy Nasdaq's audit committee composition requirements.

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

On January 8, 2021, A. George "Skip" Battle resigned from the Company's Board. Mr. Battle's resignation is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

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