Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Second Amended and Restated Governance Agreement
On April 10, 2020, Expedia Group, Inc., a Delaware corporation (the “Company” or “Expedia Group”), and Barry Diller, the Company’s Chairman and Senior Executive, entered into Amendment No. 1 (the “Amendment”) to the Second Amended and Restated Governance Agreement, dated as of April 15, 2019, between the Company and Mr. Diller (the “Governance Agreement”).
The Amendment was entered into pursuant to the stipulation and order entered by the Delaware Court of Chancery on March 30, 2020 (the “Order”), and was approved by the Special Litigation Committee of the Board of Directors of the Company formed on December 3, 2019 (the “Special Litigation Committee”) to, among other things, investigate and evaluate the claims raised against certain current and former members of the Board of Directors and officers of the Company in the consolidated action captioned In re Expedia Group Stockholders Litigation, Consolidated Case No. 2019-0494-JTL (the “Delaware Litigation”). Pursuant to the Governance Agreement, the Amendment was also authorized by a majority of the Independent Directors (as defined in the Governance Agreement) of the Company.
Pursuant to the Governance Agreement, Mr. Diller has the right (the “Purchase/Exchange Right”), previously exercisable through April 26, 2020, to (1) exchange with Expedia Group (or its wholly owned subsidiary) an equivalent number of shares of common stock, par value $0.0001 per share, of Expedia Group (“Expedia Group common stock”) for, or (2) purchase from Expedia Group (or its wholly owned subsidiary), at a price per share equal to the average closing price of Expedia Group common stock for the five trading days immediately preceding notice of exercise, up to 7,276,547 shares of Class B common stock, par value $0.0001 per share, of Expedia Group.
Pursuant to the Order, Mr. Diller may not exercise the Purchase/Exchange Right prior to the Special Litigation Committee notifying Mr. Diller that it has completed its investigation of the claims raised in the Delaware Litigation (the “Completion Date”). The Amendment extends the deadline by which Mr. Diller may exercise the Purchase/Exchange Right to the close of business on the forty-fifth day following the Completion Date.
The foregoing descriptions of the Amendment and the Purchase/Exchange Right do not purport to be complete and are subject to, and qualified in their entirety by, the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference, and the Governance Agreement, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 16, 2019.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description of Exhibit
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