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

On June 21, 2022, Susan Athey informed Expedia Group, Inc. (the "Company") of her intention to resign from the Company's Board of Directors, effective immediately. Ms. Athey's decision to resign was not due to any disagreement with the Company, its management, or its Board of Directors.

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

On June 16, 2022, Expedia Group, Inc. ("Expedia Group" or, the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, 131,307,728 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) were represented in person or by proxy, constituting a quorum, and voted on each proposal presented as follows:

Proposal 1 - Election of Directors. The stockholders elected 11 directors of the Company, three of whom were elected by holders of common stock only (the "Common Stock Nominees"), and eight 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). Stockholders voted as follows:


                                 For            Withheld        Broker Non-Votes

Common Stock Nominees


  Beverly Anderson            68,930,484       53,295,803          9,081,441
  Patricia Menendez Cambo    120,907,170       1,319,117           9,081,441
  Julie Whalen               120,853,723       1,372,564           9,081,441
Combined Stock Nominees
  Samuel Altman              176,169,941       1,290,866           9,081,441
  Susan Athey                175,425,625       2,035,182           9,081,441
  Chelsea Clinton             88,100,168       89,360,639          9,081,441
  Barry Diller               164,822,429       12,638,378          9,081,441
  Craig Jacobson              84,320,065       93,140,742          9,081,441
  Peter Kern                 173,131,663       4,329,144           9,081,441
  Dara Khosrowshahi           93,948,879       83,511,928          9,081,441
  Alex von Furstenberg       165,144,126       12,316,681          9,081,441

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as Expedia Group's independent registered public accounting firm for the year ending December 31, 2022. Stockholders voted as follows:


     For            Against        Abstain        Broker Non-Votes
 130,006,182       1,234,532       67,014                -

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