Expedia Group

of this Current Report on Form 8-K. On the same day, the Company received notice from Nasdaq confirming that the Company no longer complies with Nasdaq Marketplace Rule 5605(c)(2), which requires the Company to have an audit committee composed of at least three “independent directors” (as defined in Nasdaq Marketplace Rule 5605(a)(2)). The Company intends to fill the vacancy on the audit committee as expeditiously as possible. In the meantime, the Company will rely on the cure period set forth in Section 5605(c)(4) of Nasdaq’s Marketplace Rules, which gives the Company until the earlier of its next annual meeting of stockholders or January 8, 2022 or, if the next annual meeting of stockholders is held before July 7, 2021, then not later than July 7, 2021 to satisfy Nasdaq’s audit committee composition requirements.

Compensation of Chief Financial Officer On November 12, 2020, the Compensation Committee (the “ Committee ”) of the Board of Directors of Expedia Group, Inc. (the “ Company ”), approved changes to compensation arrangements for Eric Hart, the Company’s Chief Financial Officer. The Board of Directors of the Company had previously appointed Mr. Hart as acting Chief Financial Officer on December 4, 2019 and subsequently confirmed his appointment as Chief Financial Officer on April 22, 2020. In recognition of his expanded responsibilities and performance since his promotion to the role of Chief Financial Officer, the Committee approved an increase in Mr. Hart’s base salary from $550,000 to $700,000 and an increase in his target bonus percentage from 80% of his base salary to 100% of his base salary.

On September 23, 2020, the Board of Directors of Expedia Group, Inc. (the “Company”) expanded the size of the Company’s Board from thirteen to fourteen members and elected Beverly Anderson to fill the newly-created directorship. Ms. Anderson has not been appointed to serve as a member of any committee of the Board of Directors. Ms. Anderson has served as the President of Global Consumer Solutions at Equifax since December 2019, where she is responsible for the strategy development, growth and profitability of direct and indirect businesses serving consumers with credit, identity and financial education products and services. Prior to joining Equifax, Ms.

Pursuant to the Investment Agreements and immediately following the effective time of the transactions contemplated thereby, David Sambur and Greg Mondre were appointed as members of the Board of Directors of the Company (the “Board”). Messrs. Sambur and Mondre will not receive compensation from the Company in connection with their position on the Board. Neither Mr. Sambur nor Mr. Mondre has been appointed to serve as a member of any committee of the Board. Except as described in this Current Report on Form 8-K, there are no transactions between Messrs. Sambur or Mondre, on the one hand, and the Company, on the other hand, that would be reportable under Item 404(a) of Regulation S-K. The terms of the Investment Agreements are more fully described in

Appointment of Chief Executive Officer and Chief Financial Officer On April 22, 2020, the Board of Directors of Expedia Group, Inc. (“ Expedia Group ” or the “ Company ”) unanimously approved the appointment of Peter Kern, Expedia Group’s Vice Chairman, to serve as Chief Executive Officer of the Company, and the appointment of Eric Hart, Expedia’s Chief Strategy Officer and acting Chief Financial Officer, as the Company’s Chief Financial Officer. Mr. Kern will continue to serve as Vice Chairman and a member of the Company’s Board of Directors and Mr. Hart will continue to also serve as the Company’s Chief Strategy Officer. Mr. Kern has been a director of Expedia Group since completion of the IAC/Expedia Group Spin-Off , has served as Vice Chairman of Expedia Group since June 2018, and has served as Chief Executive Officer of Expedia Group since April 2020.

On March 5, 2020, Victor Kaufman informed Expedia Group, Inc. (the “Company”) that he was resigning from the Board of Directors of the Company (the “Board”), effective immediately. Mr. Kaufman’s decision to resign was based on the demands on his time from other professional commitments and not the result of any disagreement between Mr. Kaufman and the Company.

Changes to the Executive Leadership Team On December 4, 2019, Expedia Group, Inc. (“Expedia Group” or the “Company”) issued a press release announcing that Chief Executive Officer Mark Okerstrom and Chief Financial Officer Alan Pickerill resigned from the Company at the request of the Company’s Board of Directors (the “Board”), effective immediately. Mr. Okerstrom simultaneously stepped down as a member of the Board. The separations of Messrs. Okerstrom and Pickerill will entitle each of the executives to severance and equity award acceleration in accordance with the terms of the applicable Company plans and agreements. Mr. Okerstrom did not have any disagreement with the Company on any matter relating to its operations, policies or practices. Chairman of the Board and Senior Executive, Barry Diller, and Vice Chairman of the Board, Peter M.

On September 10, 2019, the Board of Directors (the “Board”) of Expedia Group, Inc. (the “Company”) expanded the size of the Board from eleven to twelve members and elected Samuel Altman to fill the newly-created directorship. Mr. Altman is the Chief Executive Officer and a member of the Board of Directors of OpenAI an organization dedicated to ensuring artificial intelligence benefits all of humanity. From February 2014 through March 2019, he served as President of Y Combinator, a provider of advice and seed financing for startups. Earlier in his career, Mr.

Pursuant to the Merger Agreement, immediately prior to the closing of the Combination, each of Courtnee A. Chun, Pamela L. Coe and Christopher W. Shean, who had been nominated to the Company’s Board of Directors by LEXPE, resigned from the Company’s Board of Directors. As of the Effective Time (as defined below), each then-outstanding award of restricted stock units of the Company held by each such director was settled in shares of common stock, par value $0.0001 per share, of the Company (“ Company Common Stock ”).

Election of Julie Whalen , which is incorporated herein by reference.

On March 17, 2019, Scott Rudin informed Expedia Group, Inc. (the “Company”) that he was resigning from the Board of Directors of the Company (the “Board”), effective as of March 19, 2019. Mr. Rudin’s decision to resign was based on the demands on his time from other professional commitments and not the result of any disagreement between Mr. Rudin and the Company. On March 19, 2019, the Board eliminated the Board seat held by Mr. Rudin, thereby decreasing the size of the Board from fifteen directors to fourteen directors.

On March 2, 2018, the Compensation Committee of the Board of Directors of Expedia, Inc. (the “ Company ”) approved the terms of, and on the same day, the Company entered into, an amended and restated employment agreement with Robert Dzielak, the Company’s Chief Legal Officer and Secretary (the “ Amended Employment Agreement ”), effective as of March 3, 2018. Mr. Dzielak’s prior employment agreement expired on March 2, 2018. Pursuant to the Amended Employment Agreement: (i) Mr. Dzielak’s employment with the Company may be terminated at any time with or without cause or notice, (ii) his annual base salary was increased from $600,000 to $700,000, effective as of February 26, 2018, and (iii) his target bonus remained unchanged at 100% of his base salary. The remaining material terms of Mr. Dzielak’s employment include: Severance . Upon a termination of Mr.

On December 5, 2017, Courtnee Chun was elected to the Board of Directors (the “ Board ”) of Expedia, Inc. (“ Expedia ”), succeeding Dr. John C. Malone, who tendered his resignation as a member of the Board to be effective immediately prior to the election of a Liberty Expedia Holdings, Inc. (“ Liberty Expedia Holdings ”) designee to fill the vacancy created by his resignation. Pursuant to an Amended and Restated Governance Agreement, by and among Expedia, Liberty Interactive Corporation and Mr. Barry Diller, dated as of December 20, 2011, which was assigned to Liberty Expedia Holdings on November 4, 2016, Liberty Expedia Holdings, a stockholder of Expedia, currently has the contractual right to nominate three directors for election to the Board, so long as certain stock ownership requirements are satisfied. Liberty Expedia Holdings designated Ms.

On September 5, 2017, Expedia, Inc. (the “ Company ”) filed a Current Report on Form 8-K (the “ Original 8-K” ) reporting that Dara Khosrowshahi had resigned as the Company’s President and Chief Executive Officer, effective August 31, 2017, and would continue to serve as a member of the Board of Directors of the Company (the “ Board ”) and that the Board had (i) appointed Mark D. Okerstrom, the Company’s Executive Vice President of Operations and Chief Financial Officer, to serve as President and Chief Executive Officer of the Company, effective as of August 31, 2017, (ii) appointed Alan Pickerill, the Company’s Senior Vice President, Investor Relations and Treasurer, to serve as Executive Vice President and Chief Financial Officer, effective as of August 31, 2017, and (iii) expanded the Board size from fourteen to fifteen members and elected Mr.

Appointment of Chief Executive Officer; Election of Director On August 30, 2017, Expedia, Inc. (“ Expedia ” or the “ Company ”) announced that the Board of Directors of the Company (the “ Board ”) had appointed Mark Okerstrom, Expedia’s Executive Vice President of Operations and Chief Financial Officer, to serve as President and Chief Executive Officer, succeeding Dara Khosrowshahi who had indicated his intention to resign as President and Chief Executive Officer of the Company. Mr. Khosrowshahi’s resignation and Mr. Okerstrom’s appointment were each effective as of August 31, 2017. Mr.

(d) Election of Directors On March 16, 2017, the Board of Directors (the “Board”) of Expedia, Inc. (the “Company”) expanded the size of the Board from thirteen to fourteen members and elected Chelsea Clinton to fill the newly-created directorship. Ms. Clinton currently serves as Vice Chair of the Clinton Foundation where her work emphasizes improving global and domestic health, creating service opportunities and empowering the next generation of leaders. She has previously worked as an associate at McKinsey & Company, a consulting firm, as an associate at Avenue Capital Group, an investment firm, and as an Assistant Vice Provost at New York University, where she focused on interfaith initiatives and the university’s Global Expansion Program. Ms.

(e) As described in Item 5.07 below, at the Expedia, Inc. annual meeting of stockholders held on September 14, 2016, stockholders approved the Fourth Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan (the “Amended 2005 Plan”). A brief description of the terms of the Amended 2005 Plan appears in Exhibit 99.1 hereto and is incorporated herein by reference. This description is qualified in its entirety by reference to the full text of the Amended 2005 Plan, which was filed as Appendix A to the Expedia, Inc. definitive proxy statement, dated August 23, 2016, and which is incorporated herein by reference.

As announced by Expedia, Inc. (the “ Company ”) in a Current Report on Form 8-K filed on August 4, 2016, José A. Tazón previously informed the Company of his intention to resign from the Board of Directors of the Company (the “ Board ”). On August 19, 2016, the Board eliminated the Board seat held by Mr. Tazón, thereby decreasing the size of the Board from fourteen directors to thirteen directors, at which time Mr. Tazón’s resignation became effective. -2-

On July 29, 2016, José A. Tazón informed Expedia, Inc. (the “Company”) that he was resigning from the Board of Directors of the Company, effective as of the election of his successor. Mr. Tazón’s decision to resign was not the result of any disagreement between Mr. Tazón and the Company. -2-

(d) Election of Directors On June 21, 2016, the Board of Directors of Expedia, Inc. (“Expedia”) expanded the size of the Board from thirteen to fourteen members and elected Scott Rudin to fill the newly-created directorship. Mr. Rudin has not been appointed to serve as a member of any committee of the Board of Directors. Mr. Rudin is an award-winning film and theatre producer. Mr. Rudin began his career in the entertainment industry in the 1970s, and since then has served in a variety of roles, including as founder and principal of Scott Rudin Productions and as a senior executive at Twentieth Century Fox. While at Twentieth Century Fox and subsequently during a 15-year partnership with Paramount Pictures and a collaboration with Walt Disney Studios under its Walt Disney Pictures and Miramax Films labels, Mr.

On March 7, 2016, the Compensation Committee of the Board of Directors of Expedia, Inc. (the “ Company ”) approved, and on March 7, 2016, the Company entered into, a third amendment to the existing employment agreement with Mark Okerstrom, the Company’s Executive Vice President of Operations and Chief Financial Officer (the “ Amended Employment Agreement ”). Mr. Okerstrom’s existing employment agreement was set to expire on March 7, 2017. The Amended Employment Agreement has a three-year term expiring on March 7, 2019. The remaining terms of Mr. Okerstrom’s employment were unchanged, including: Severance . Upon a termination of Mr. Okerstrom’s employment by the Company without cause (other than by reason of his death or disability or due to the expiration of the term) or by Mr.