Expedia Group (EXPE) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 17, 2026, with voting available online, by phone, or by mail for holders of record as of April 20, 2026.

• Key items include election of 11 directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as auditor for 2026.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 11 directors, (2) advisory say-on-pay for 2025 executive compensation, (3) ratification of Ernst & Young LLP as independent auditor for 2026, and (4) any other business properly brought before the meeting.

• Board recommends voting FOR all director nominees and FOR Proposals 2 and 3.

• Only shareholders of record as of April 20, 2026, are entitled to vote.

Board of directors and corporate governance

• Board consists of 11 members, including two management representatives and seven independent directors.

• Standing committees: Audit, Compensation, Nominating (all independent), and Executive.

• Board met four times in 2025; most directors attended at least 75% of meetings.

• Board leadership is split between Chairman/Senior Executive and CEO roles.

• Director selection emphasizes diversity, ethics, experience, and time commitment.

• Non-employee directors receive annual retainers, RSU grants, and may defer fees.