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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Liberty Expedia Holdings Inc | NASDAQ:LEXEB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 47.90 | 46.60 | 199,999.99 | 0 | 01:00:00 |
| | Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be Held on June 19, 2018: our Notice of Annual Meeting of Stockholders, Proxy Statement, and 2017 Annual Report to Stockholders are available at www.envisionreports.com/LEXEA . | | |
| PROXY STATEMENT SUMMARY | | | ||
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| PROPOSAL 1—THE AUDITORS RATIFICATION PROPOSAL | | | | |
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| PROPOSAL 2—THE ELECTION OF COMMON STOCK DIRECTORS PROPOSAL | | | | |
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| PROPOSAL 3—THE ELECTION OF SERIES B DIRECTORS PROPOSAL | | | | |
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WHEN
8:00 a.m., local time, on June 19, 2018
WHERE
The Corporate Offices of Liberty Expedia
12300 Liberty Boulevard Englewood, Colorado 80112
RECORD DATE
5:00 p.m., New York City time, on April 23, 2018
|
| |
ITEMS OF BUSINESS
1.
Auditors ratification proposal—To ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.
2.
Election of common stock directors proposal—To elect John C. Malone, Stephen M. Brett, Gregg L. Engles, Scott W. Schoelzel and Christopher W. Shean to continue serving as Common Stock Directors of our board, until the 2019 annual meeting or their earlier resignation or removal.
3.
Election of Series B directors proposal—To elect Robert R. Hammond and Alexander von Furstenberg to continue serving as Series B Directors of our board, until the earlier of (i) the Proxy Arrangement Termination Date (as defined herein), (ii) the annual meeting of our stockholders in the year 2020, or (iii) their earlier resignation or removal.
Such other business as may properly come before the annual meeting.
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PROXY VOTING
Stockholders of record on the record date are entitled to vote by proxy in the following ways:
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By calling 1 (800) 652-8683
(toll free) in the United States or Canada |
| |
Online at
www.envisionreports.com/LEXEA |
| |
By returning a properly completed,
signed and dated proxy card |
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| |
Proposal
|
| |
Voting
Recommendation |
| |
Page Reference
(for more detail) |
| |
Who May
Vote |
| |
| | Auditors ratification proposal | | | ✓ FOR | | | 9 | | | LEXEA and LEXEB | | |
| | Election of common stock directors proposal | | | | | 11 | | | LEXEA and LEXEB | | | |
| | Election of Series B directors proposal | | | | | 14 | | | LEXEB | | |
|
RECOMMENDATION OF OUR BOARD OF DIRECTORS
|
| | |
Our board of directors has unanimously approved each of the proposals and recommends that you vote “
FOR
” the auditors ratification proposal, “
FOR
” the election of each Common Stock Director nominee and “
FOR
” the election of each Series B Director nominee.
|
| |
Name and Address of Beneficial Owner
|
| |
Title of
Series |
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent of
Series (%) |
| |
Voting
Power (%) (1) |
| |
Voting
Power (%) (2) |
| ||||||||||||
John C. Malone
c/o Liberty Expedia Holdings, Inc.
12300 Liberty Blvd. Englewood, CO 80112 |
| |
LEXEA
|
| | | | 404,659 (3)(4) | | | | | | * | | | | | | 32.9 | | | | | | 9.6 | | |
|
LEXEB
|
| | | | 2,680,783 (3)(4) | | | | | | 94.7 | | | | | | | | | | | | | | | ||
Barry Diller
c/o IAC/InterActiveCorp
555 West 18th Street New York, NY 10011 |
| |
LEXEA
|
| | | | 404,659 (4) | | | | | | * | | | | | | 32.4 | | | | | | 9.5 | | |
|
LEXEB
|
| | | | 2,636,328 (4) | | | | | | 93.2 | | | | | | | | | | | | | | | ||
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202 |
| |
LEXEA
|
| | | | 8,403,630 (5) | | | | | | 15.4 | | | | | | 10.2 | | | | | | 14.0 | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
FPR Partners, LLC
199 Fremont Street, Suite 2500
San Francisco, CA 94105 |
| |
LEXEA
|
| | | | 5,405,605 (6) | | | | | | 9.9 | | | | | | 6.5 | | | | | | 9.0 | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 |
| |
LEXEA
|
| | | | 4,373,728 (7) | | | | | | 8.0 | | | | | | 5.3 | | | | | | 7.3 | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Name
|
| |
Title of
Series |
| |
Amount and Nature of
Beneficial Ownership (In thousands) |
| |
Percent of
Series (%) |
| |
Voting
Power (%) (1) |
| |
Voting
Power (%) (2) |
| ||||||||||||
John C. Malone
Chairman of the Board
|
| |
LEXEA
|
| | | | 405 (3)(4)(5) | | | | | | * | | | | | | 32.9 | | | | | | 9.6 | | |
|
LEXEB
|
| | | | 2,681 (3)(4)(6) | | | | | | 94.7 | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | ||
Christopher W. Shean
President, Chief Executive
Officer and Director |
| |
LEXEA
|
| | | | 81 (7) | | | | | | * | | | | | | * | | | | | | * | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | 2 | | | | | | * | | | | | | * | | | | | | | | | ||
Stephen M. Brett
Director
|
| |
LEXEA
|
| | | | 7 (7) | | | | | | * | | | | | | * | | | | | | * | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | ||
Gregg L. Engles
Director
|
| |
LEXEA
|
| | | | 2 | | | | | | * | | | | | | * | | | | | | * | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | ||
Robert R. Hammond
Director
|
| |
LEXEA
|
| | | | 2 | | | | | | * | | | | | | * | | | | | | * | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | |
Name
|
| |
Title of
Series |
| |
Amount and Nature of
Beneficial Ownership (In thousands) |
| |
Percent of
Series (%) |
| |
Voting
Power (%) (1) |
| |
Voting
Power (%) (2) |
| ||||||||||||
Scott W. Schoelzel
Director
|
| |
LEXEA
|
| | | | 2 | | | | | | * | | | | | | * | | | | | | * | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | ||
Alexander von Furstenberg
Director
|
| |
LEXEA
|
| | | | 2 | | | | | | * | | | | | | * | | | | | | * | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | 442 (8)(9) | | | | | | * | | | | | | * | | | | | | | | | ||
Richard N. Baer
Chief Legal Officer
|
| |
LEXEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | ||
Wade D. Haufschild
Chief Financial Officer
|
| |
LEXEA
|
| | | | 11 (7) | | | | | | * | | | | | | * | | | | | | * | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | ||
Albert E. Rosenthaler
Chief Corporate Development Officer
|
| |
LEXEA
|
| | | | 45 (7) | | | | | | * | | | | | | * | | | | | | * | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | ||
All directors and executive
officers as a group (10 persons) |
| |
LEXEA
|
| | | | 555 (3)(4)(5)(7) | | | | | | 1.0 | | | | | | 33.0 (3) | | | | | | 9.8 (3) | | |
|
LEXEB
|
| | | | 2,681 (3)(4)(6) | | | | | | 94.7 | | | | | | | | | | | | | | | ||
|
EXPE
|
| | | | 445 (8)(9) | | | | | | * | | | | | | * | | | | | | | | |
| | |
LEXEA
|
| |||
| |||||||
Wade D. Haufschild | | | | | 9,690 | | |
Albert E. Rosenthaler | | | | | 27,338 | | |
Christopher W. Shean | | | | | 48,768 | | |
Stephen M. Brett | | | | | 5,912 | | |
Total | | | | | 91,708 | | |
|
| | | |
2017
(1)
|
| |
2016
(1)
|
| ||||||
| ||||||||||||||
| Audit fees | | | | $ | 1,027,600 | | | | | | 1,817,200 | | |
| Audit related fees | | | | | — | | | | | | — | | |
|
Audit and audit related fees
|
| | | | 1,027,600 | | | | | | 1,817,200 | | |
| Tax fees (2) | | | | | 4,631,500 | | | | | | 981,700 | | |
|
Total fees
|
| | | $ | 5,659,100 | | | | | | 2,798,900 | | |
|
| |
|
| |
Our board of directors unanimously recommends a vote
“FOR” the auditors ratification proposal. |
| |
| |
|
| | Our board of directors unanimously recommends a vote “FOR” the election of each Common Stock Director nominee to our board of directors. | | |
| |
|
| |
Our board of directors unanimously recommends a vote “FOR”
the election of each Series B Director nominee to our board of directors. |
| |
|
Name
|
| |
Positions
|
|
|
Richard N. Baer
Age: 61 |
| | Mr. Baer has served as Chief Legal Officer of our company since March 2016, Liberty Media, Qurate (formerly Liberty Interactive), Liberty Broadband and Liberty TripAdvisor since January 2016 and GCI Liberty since March 2018. He previously served as a Senior Vice President and General Counsel of Liberty Interactive and Liberty Media from January 2013 to December 2015, Liberty Broadband from June 2014 to December 2015 and Liberty TripAdvisor from July 2013 to December 2015. Previously, Mr. Baer served as Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated from May 2011 to December 2012. He served as Executive Vice President and General Counsel of Qwest Communications International Inc. from December 2002 to April 2011 and Chief Administrative Officer from August 2008 to April 2011. | |
|
Wade D. Haufschild
Age: 42 |
| | Mr. Haufschild has served as Chief Financial Officer of our company since March 2016. Mr. Haufschild has also served as a Vice President of Liberty Media (including its predecessor) since December 2011, Qurate (formerly Liberty Interactive) since January 2010, Liberty Broadband since October 2014, Liberty TripAdvisor since August 2014 and GCI Liberty since March 2018. Prior thereto, Mr. Haufschild was an accountant in the accounting firm of KPMG LLP from January 1999 to December 2009, most recently serving as a Senior Manager in its Department of Professional Practice. | |
|
Albert E. Rosenthaler
Age: 58 |
| | Mr. Rosenthaler has served as Chief Corporate Development Officer of our company, Qurate (formerly Liberty Interactive), Liberty Media, Liberty Broadband and Liberty TripAdvisor since October 2016 and GCI Liberty since March 2018. He previously served as Chief Tax Officer of Liberty Interactive, Liberty Media, Liberty Broadband and Liberty TripAdvisor from January 2016 to September 2016 and our company from March 2016 to September 2016. He has also served as a Senior Vice President of Liberty Media (including its predecessor) from May 2007 to December 2015, Liberty Interactive (including its predecessors) from April 2002 to December 2015, Liberty Broadband from June 2014 to December 2015, and Liberty TripAdvisor from July 2013 to December 2015. | |
Name and Principal
Position (as of 12/31/17) |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($) (1) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||||||||
Christopher W. Shean
President and Chief Executive Officer
|
| | | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2016 | | | | | | — | | | | | | — | | | | | | 349,085 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 349,085 | | | ||
Wade D. Haufschild
Chief Financial Officer
|
| | | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Chief Executive Officer Total Annual Compensation | | | | $ | 0 | | |
| Median Employee Total Annual Compensation | | | | $ | 78,920 | | |
| Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | | | | | 0:1 | | |
| | |
Option awards
|
| |
Stock awards
|
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Name
|
| |
Number of
securities underlying unexercised options (#) Exercisable |
| |
Number of
securities underlying unexercised options (#) Unexercisable |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| |
Number of
shares or units of stock that have not vested (#) |
| |
Market
value of shares or units of stock that have not vested ($) |
| |
Equity
Incentive Plan Awards: number of unearned shares, units or other rights that have not vested (#) |
| |
Equity
incentive Plan Awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
| ||||||||||||||||||||||||
Christopher W. Shean | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LEXEA
|
| | | | 18,951 | | | | | | — | | | | | | 15.02 | | | | | | 03/19/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LEXEA
|
| | | | 17,592 | | | | | | — | | | | | | 22.54 | | | | | | 03/19/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LEXEA
|
| | | | 8,149 | | | | | | 4,076 (1) | | | | | | 40.49 | | | | | | 03/04/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LEXEA
|
| | | | — | | | | | | 20,343 (2) | | | | | | 40.49 | | | | | | 03/04/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LEXEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,622 (3) | | | | | | 249,223 | | | | | | — | | | | | | — | | |
Wade D. Haufschild | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LEXEA
|
| | | | 1,729 | | | | | | — | | | | | | 15.02 | | | | | | 03/19/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LEXEA
|
| | | | 4,945 | | | | | | — | | | | | | 22.54 | | | | | | 03/19/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LEXEA
|
| | | | 2,010 | | | | | | 1,006 (1) | | | | | | 43.03 | | | | | | 05/12/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LEXEA
|
| | | | — | | | | | | 7,820 (2) | | | | | | 43.03 | | | | | | 05/12/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
shares acquired on exercise (#) |
| |
Value
realized on exercise ($) |
| |
Number of
shares acquired on vesting (#) |
| |
Value
realized on vesting ($) |
| ||||||||||||
Christopher W. Shean | | | | | | | | | | | | | | | | | | | | | | | | | |
LEXEA
|
| | | | — | | | | | | — | | | | | | 5,490 | | | | | | 249,374 | | |
Wade D. Haufschild | | | | | | | | | | | | | | | | | | | | | | | | | |
LEXEA
|
| | | | — | | | | | | — | | | | | | 827 | | | | | | 37,984 | | |
Name
|
| |
Voluntary
Termination ($) |
| |
Termination
for Cause ($) |
| |
Termination
Without Cause ($) |
| |
Death ($)
|
| |
Disability ($)
|
| |
After a
Change in Control ($) |
| ||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||
Christopher W. Shean | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Options | | | | | 970,076 (1) | | | | | | — | | | | | | 1,023,555 (2) | | | | | | 1,063,845 (3) | | | | | | 1,063,845 (3) | | | | | | 1,063,845 (3) | | |
RSUs | | | | | — | | | | | | — | | | | | | 209,238 (2) | | | | | | 249,223 (3) | | | | | | 249,223 (3) | | | | | | 249,223 (3) | | |
Total
|
| | | | 970,076 | | | | | | — | | | | | | 1,232,793 | | | | | | 1,313,068 | | | | | | 1,313,068 | | | | | | 1,313,068 | | |
Wade D. Haufschild | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Options | | | | | 161,042 (1) | | | | | | — | | | | | | 167,096 (2) | | | | | | 172,515 (3) | | | | | | 172,515 (3) | | | | | | 172,515 (3) | | |
Total
|
| | | | 161,042 | | | | | | — | | | | | | 167,096 | | | | | | 172,515 | | | | | | 172,515 | | | | | | 172,515 | | |
|
|
Name
(1)
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Stock
Awards ($) (2)(3) |
| |
Option
Awards ($) (2)(4) |
| |
All other
compensation ($) |
| |
Total ($)
|
| |||||||||||||||
| John C. Malone | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Stephen M. Brett | | | | | 115,000 | | | | | | — | | | | | | 71,249 | | | | | | 150 | | | | | | 186,399 | | |
| Gregg L. Engles | | | | | 120,000 | | | | | | 74,432 | | | | | | — | | | | | | 150 | | | | | | 194,582 | | |
| Robert R. Hammond | | | | | 75,000 | | | | | | 74,432 | | | | | | — | | | | | | 150 | | | | | | 149,582 | | |
|
Scott W. Schoelzel
|
| | | | 115,000 | | | | | | 74,432 | | | | | | — | | | | | | 150 | | | | | | 189,582 | | |
| Alexander von Furstenberg | | | | | 75,000 | | | | | | 74,432 | | | | | | — | | | | | | 150 | | | | | | 149,582 | | |
| | | |
John C.
Malone |
| |
Stephen M.
Brett |
| |
Gregg L.
Engles |
| |
Robert R.
Hammond |
| |
Scott W.
Schoelzel |
| |
Alexander
von Furstenberg |
| ||||||||||||||||||
| Options (#) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
LEXEA
|
| | | | — | | | | | | 10,834 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSUs (#) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
LEXEA
|
| | | | — | | | | | | — | | | | | | 1,667 | | | | | | 1,667 | | | | | | 1,667 | | | | | | 1,667 | | |
|
Plan Category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted average
exercise price of outstanding options, warrants and rights (b) |
| |
Number of securities
available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |||||||||
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| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | |
|
Liberty Expedia Holdings, Inc. 2016 Omnibus Incentive Plan, as amended
|
| | | | | | | | | | | | | | | | 3,667,230 (1) | | |
|
LEXEA
|
| | | | 10,834 | | | | | $ | 42.88 | | | | | | | | |
|
LEXEB
|
| | | | — | | | | | | — | | | | | | | | |
| Equity compensation plans not approved by security holders: | | | | | | | | | | | | | | | | | | | |
|
Liberty Expedia Holdings, Inc. Transitional Stock Adjustment Plan
(2)
|
| | | | | | | | | | | | | | | | — (2) | | |
|
LEXEA
|
| | | | 996,865 | | | | | $ | 26.14 | | | | | | | | |
|
LEXEB
|
| | | | 658,620 | | | | | $ | 38.48 | | | | | | | | |
|
Total
|
| | | | | | | | | | | | | | | | | | |
|
LEXEA
|
| | | | 1,007,699 | | | | | | | | | | | | | | |
|
LEXEB
|
| | | | 658,620 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | 3,667,230 | | |
|
|
Matter Presented to Our Stockholders
|
| |
Who votes the
Covered Shares? |
| |
Voting Agreements with respect to the
Covered Shares |
|
| Election of or filling of vacancies with respect to our Series B Directors | | | Diller | | | None. Diller may vote the shares of LEXEB that are Covered Shares in his sole discretion. | |
| Election of our Common Stock Directors | | | Diller | | | Diller will vote all Covered Shares in favor of the slate of directors recommended by our board of directors or a committee of our board. | |
| Removal of our Common Stock Directors | | | Diller | | | Diller will vote all Covered Shares as instructed by Malone (on behalf of the Malone Group). | |
| Removal of our Series B Directors | | | Malone (or, in the event of Malone’s temporary disability, Mrs. Malone) | | | None. Malone (or, in the event of Malone’s temporary disability, Mrs. Malone) may vote the Covered Shares in his sole discretion. | |
| Any agreement or transaction (i) between our company or our affiliates, on the one hand, and Diller, IAC or any of their respective affiliates, on the other hand or (ii) between our company or any of our affiliates, on the one hand, and Expedia or its subsidiaries, on the other hand | | |
The Malone Group
|
| | None. Malone (on behalf of the Malone Group) may vote the Covered Shares in his sole discretion. | |
|
Matter Presented to Our Stockholders
|
| |
Who votes the
Covered Shares? |
| |
Voting Agreements with respect to the
Covered Shares |
|
| (i) Any recapitalization, reclassification or other change in our capital structure or the voluntary commencement of any liquidation, dissolution or winding up of our company, (ii) any merger or business combination involving our company or our subsidiaries or a sale of all or substantially all of our assets, (iii) the creation of any new class or series of our capital stock or the issuance of our capital stock, subject to limited exceptions, or (iv) any amendment to our organizational documents | | | Diller | | | Malone (on behalf of the Malone Group) and Diller will seek to agree on how the Covered Shares will be voted on such matter. If they agree, Diller will vote the Covered Shares as agreed, but if they do not reach an agreement, Diller will vote the Covered Shares against such matter. | |
| Any matter requiring a separate class vote of LEXEB shares which would (i) result in a decrease in the voting power of shares of LEXEB as compared to shares of LEXEA or (ii) change any agreement or provision relating to the Series B Directors | | | Diller | | | Diller will vote all Covered Shares against such matter. | |
| Any matter requiring a separate class vote of LEXEB shares (other than as set forth above) | | | Diller | | | Diller will vote all Covered Shares as instructed by Malone (on behalf of the Malone Group). | |
| All other matters | | | Diller | | | None. Diller may vote the Covered Shares in his sole discretion. | |
|
Matter Presented to Expedia
Stockholders |
| |
Who votes the
Expedia Common Shares subject to the Diller Proxy? |
| |
Voting Agreements with respect to the
Expedia Common Shares |
|
|
Election of directors to the Expedia board
|
| | Our company | | |
Pursuant to our charter, we will vote our Expedia Common Shares in accordance with an Expedia Board Voting Determination and a Splitco director determination (as defined in our restated certificate of incorporation).
Pursuant to the Stockholders Agreement Amendment, Diller and our company will vote his and our respective Expedia Common Shares in favor of the Splitco director nominees selected pursuant to a Splitco director determination. Subject to the election of Diller to the Expedia board, we will use our reasonable best efforts to cause Diller to be elected and continue to serve as chairman of Expedia.
|
|
| Specified Corporate Actions, meaning (i) any recapitalization, reclassification or any other change in the existing capital structure of Expedia, or any voluntary liquidation, dissolution or winding up of Expedia, (ii) any business combination involving Expedia or its subsidiaries (other than solely among subsidiaries of Expedia), or any sale of all or substantially all of Expedia’s assets, (iii) the creation of any new class or series of Expedia’s capital stock or the issuance (other than pursuant to options, warrants or other rights outstanding at the completion of the Split-Off) of Expedia Common Shares, (iv) any amendment to Expedia’s organizational documents and (v) any removal of a director from the Expedia board of directors, subject to certain exceptions | | | Our company | | |
We and Diller will meet and use our and his reasonable best efforts to agree on how our and his Expedia Common Shares will be voted on such matter. If we and Diller agree, Diller and our company will vote his and our respective Expedia Common Shares as agreed, but if we and Diller do not reach an agreement, we and Diller will vote our and his Expedia Common Shares against such matter.
If Diller and our company do not agree how to vote his and our shares on a proposed business combination in which a third party (other than our company, a Diller affiliate or another person in which Diller has a financial interest) would acquire Expedia, any of its subsidiaries or substantially all of its assets, then, if Diller supports the transaction, we will also support the transaction unless at least 70% of our board of directors votes to withhold such approval.
|
|
| Any matter relating to a Contingent Matter pursuant to the Assigned Governance Agreement | | | Our company | | | Pursuant to the Assigned Stockholders Agreement, we and Diller will vote against such Contingent Matter unless we and Diller have consented to such Contingent Matter pursuant to the terms of the Assigned Governance Agreement. | |
| All other matters | | | Our company | | | Diller and our company will meet and use his and our reasonable best efforts to agree on how his and our Expedia Common Shares will be voted on such matter. If Diller and our company agree, Diller and our company will vote his and our Expedia Common Shares as agreed, but if they do not reach an agreement, Diller and we will vote his and our Expedia Common Shares in his and our sole discretion. | |
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