Expedia Group (EXPE) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 3, 2025, with voting on 11 director nominees, an advisory vote on executive compensation, and ratification of Ernst & Young LLP as the independent auditor for 2025.

• Only holders of record as of April 4, 2025, may vote; proxy materials are primarily distributed online to reduce environmental impact and costs.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors, approving executive compensation (say-on-pay), and ratifying Ernst & Young LLP as auditor.

• The Board unanimously recommends voting for all director nominees and proposals.

• Shareholders can submit proposals for the 2026 meeting between February 3 and March 5, 2026.

Board of directors and corporate governance

• The Board consists of 11 members, with seven independent directors; standing committees include Audit, Compensation, Nominating, and Executive Committees.

• Recent changes include the appointment of Ariane Gorin as CEO and director, and the resignation of two directors, reducing the Board size.

• The Board values diversity in skills, experience, and backgrounds, and has established stock ownership guidelines for directors.

• Communication channels are available for shareholders to contact the Board.