Expedia Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   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.

2. 2

   Advisory Vote on Expedia Group's Named Executive Officer Compensation

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the 2025 compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   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.

3. 3

   Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2026

   ManagementBoard: FOR

   To ratify the Audit Committee’s appointment of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for fiscal year 2026.

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When is the Expedia Group Inc 2026 annual meeting?

Expedia Group Inc (EXPE) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.

What is the record date for the Expedia Group Inc 2026 meeting?

The record date for the Expedia Group Inc 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Expedia Group Inc's 2026 meeting?

The board is presenting 11 director nominees at the Expedia Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Expedia Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Expedia Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.