Independent
Tenure on this board
5.7 yrs
11 nominees · 3 ballot items.
Elect 11 directors; advisory (non-binding) approval of 2025 named executive officer compensation (say-on-pay); and ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
To elect the 11 directors named in the proxy statement, each to hold office until the next annual meeting or until a successor is duly elected and qualified.
Advisory (non-binding) vote to approve the 2025 compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve (non-binding) the overall 2025 compensation of Expedia Group’s named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis and the summary and supporting tables. Management seeks this vote to validate its pay-for-performance governance framework and to solicit stockholder feedback as part of ongoing engagement; while non-binding, the Compensation Committee has stated it will consider significant negative votes when setting future compensation. The company recently redesigned PSU awards to three consecutive one-year measurement periods tied to revenue growth and Adjusted EBITDA margin growth for FY2025, introducing more frequent performance checkpoints while preserving long-term retention through cliff vesting at the end of the three-year service period. The Compensation Committee’s prior discretionary modification of 2021 PSUs (grant post-performance partial payout) reduced stockholder support in prior say-on-pay votes, and the committee contends the modification reflected near-threshold performance, retention and leadership transition considerations; this history is central context for the current ask. The proxy emphasizes that the program balances short- and long-term incentives (RSUs and PSUs), uses rigorous performance metrics with capped payouts (0–200%), and includes governance safeguards such as consultant review, clawback policy, and stock ownership guidelines. The Board recommends FOR, arguing the program aligns executives’ interests with stockholders and is responsive to feedback from major holders and proxy advisors. Because the vote is advisory, even if stockholders vote against the proposal the Board retains discretion to continue, modify, or replace elements of the compensation program, though it has committed to consider stockholder concerns. Analysts evaluating this proposal should weigh the company’s recent strong financial results and certified 2025 PSU payouts (176.9% for the first annual measurement period) against prior discretionary actions and the continuing potential for governance scrutiny; the Compensation Committee’s willingness to redesign PSU structure indicates responsiveness but also highlights past governance risk that could affect investor sentiment.
To ratify the Audit Committee’s appointment of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.33% | 7,600,748 | $1.8B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.93% | 5,913,913 | $1.4B |
| 3 | STATE STREET CORP | 4.66% | 5,592,493 | $1.3B |
| 4 | BlackRock, Inc. | 3.79% | 4,549,453 | $1.1B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 3.05% | 3,658,633 | $851M |
| 6 | WINDACRE PARTNERSHIP LLC | 2.86% | 3,433,400 | $793M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 2.09% | 2,510,489 | $580M |
| 8 | BlackRock, Inc. | 2.06% | 2,471,096 | $571M |
| 9 | JPMORGAN CHASE CO | 1.73% | 2,077,023 | $470M |
| 10 | ALKEON CAPITAL MANAGEMENT LLC | 1.73% | 2,076,728 | $479M |
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