Expedia Group Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Financial Statements and Exhibits
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Transportation Services
Consumer Discretionary
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): November 7, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip code)
(206 ) 481-7200
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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| (Nasdaq Global Select Market) | ||||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging growth company | |||||
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Item 2.02. Results of Operations and Financial Condition.
On November 7, 2024, Expedia Group, Inc. (the “Company”) issued an earnings release and will hold a conference call regarding its financial results for the quarter ended September 30, 2024. A copy of the earnings release is furnished as Exhibit 99.1 hereto.
The Company is making reference to non-GAAP financial measures in both the earnings release and the conference call. A reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures is contained in the attached Exhibit 99.1 earnings release.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Expedia Group, Inc. (the "Company") and Julie Whalen have agreed that Ms. Whalen will step down from her role as the Company’s Chief Financial Officer, effective upon the appointment of her successor, which is expected to occur before February 17, 2025. Ms. Whalen has agreed to remain with the Company through February 17, 2025 to facilitate a smooth transition. Ms. Whalen’s departure will entitle her to severance and equity award acceleration in accordance with the terms of her employment agreement and applicable Company plans and agreements.
On November 7, 2024, Ms. Whalen resigned as a member of the Board of Directors of the Company, effective immediately. Ms. Whalen’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |||||||
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.
| EXPEDIA GROUP, INC. | ||||||||
| By: | /s/ Robert Dzielak | |||||||
| Robert Dzielak | ||||||||
| Chief Legal Officer | ||||||||
Dated: November 7, 2024