Item 5.07. Submission of Matters to a Vote of Security Holders.
At Liberty Expedia Holdings, Inc.’s (the “
Company
”) annual meeting of stockholders held on June 20, 2017 (the “
Annual Meeting
”), the following proposals were considered and acted upon by the stockholders of the Company: (1) a 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 the Company’s board of directors until the 2018 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to adopt the Liberty Expedia Holdings, Inc. 2016 Omnibus Incentive Plan (the “
incentive plan proposal
”); (3) a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the definitive proxy statement relating to the Annual Meeting under the heading “Executive Compensation” (the “
say-on-pay proposal
”); (4) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the “
say-on-frequency proposal
”); and (5) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017 (the “
auditors ratification proposal
”). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.
1. Election of the following Nominees to the Company’s Board of Directors
|
|
|
|
Director Nominee
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
John C. Malone
|
38,250,882
|
13,698,789
|
4,232,141
|
Stephen M. Brett
|
48,976,140
|
2,973,531
|
4,232,141
|
Gregg L. Engles
|
48,976,659
|
2,973,012
|
4,232,141
|
Scott W. Schoelzel
|
48,648,773
|
3,300,898
|
4,232,141
|
Christopher W. Shean
|
50,851,193
|
1,098,478
|
4,232,141
|
Accordingly, the foregoing nominees were re-elected to the Company’s board of directors.
2. The Incentive Plan Proposal
|
|
|
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
54,180,473
|
17,686,408
|
1,606,974
|
4,232,141
|
Accordingly, the incentive plan proposal was approved.
3. The Say-On-Pay Proposal
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
54,864,122
|
16,893,797
|
1,715,936
|
4,232,141
|
Accordingly, the say-on-pay proposal was approved.
4. The Say-On-Frequency Proposal
|
|
|
|
|
Votes for 3 Years
|
Votes for 2 Years
|
Votes for 1 Year
|
Abstentions
|
Broker Non-Votes
|
40,513,077
|
674,314
|
32,276,037
|
10,427
|
4,232,141
|
Accordingly, the frequency at which future say-on-pay votes will be held is every 3 years.
5. The Auditors Ratification Proposal
|
|
|
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
76,952,372
|
736,703
|
16,921
|
0
|
Accordingly, the auditors ratification proposal was approved.