Skift Take

Whether it is executive compensation or the company's stock performance, there is clearly unease among Expedia Group shareholders.

Expedia Group board members Chelsea Clinton and Craig Jacobson drew more withheld votes than votes in their favor when they were reelected as directors.

A third board member, Uber boss Dara Khosrowshahi, who’s a former Expedia Group CEO, generated a lot of withheld votes, as well, at the company’s June 16 annual meeting. Expedia reported the results Wednesday. Beverly Anderson, president of global consumer solutions at Equifax, also was subject to a large number of votes withheld.

So in sum, four of the 11 directors elected to the Expedia Group board attracted a large number of withheld votes. Three of them — all but Khosrowshahi — were on the board’s compensation committee although Anderson took a position on the committee only in the second half of 2021.

Khosrowshahi’s Uber has announced its intent to get more deeply involved in travel.

The following were the vote tallies for the quartet:

Expedia Directors With Large Numbers of Withheld Votes

DirectorVotes ForVotes WithheldNon-Votes
Chelsea Clinton88,100,16889,360,6399,081,441
Craig Jacobson84,320,06593,140,7429,081,441
Dara Khosrowshahi93,948,87983,5119289,081,441
Beverly Anderson68,930,48453,295,8039,081,441

Clinton, who has been an Expedia board member since 2017 and also serves as a director on Expedia chairman Barry Diller’s IAC, drew more votes withheld (89,360,639) than votes for (88,100,168) her reelection. Clinton, the daughter of former President Bill Clinton and former Secretary of State Hillary Clinton, has been vice chair of the Clinton Foundation since 2013.

A similar vote, albeit a more lopsided one, 84,320,065 for and 93,140,742 votes withheld, occurred for Jacobson, who has served as an Expedia director since 2007. He’s an attorney practicing entertainment law, and has been on the board since 2007.

Both were reelected to the board, as was Khosrowshahi, who unlike the other two received more votes in his favor than were withheld, but received a huge chunk of votes withheld, 83,511928 versus 93,948,879 in favor, compared with seven other people elected to the 11-person board.

Clinton, Jacobson, and Khosrowshahi were elected by a combination of common stockholders, who get one vote per share, as well as shareholders who own premium Class B shares that come with more voting clout. Expedia Group’s board elections are by plurality, not a majority tally. Diller controls 27 percent of the the company’s voting power with his Class B and Class A shares of common stock.

Beverly Anderson, who has been an Expedia board member since December 2020, was one of three board members subject to election by Class A common stock shareholders only, where Diller’s voting power isn’t as influential. Anderson received 68,930,484 votes in favor and there were 53,295,803 votes withheld.

Board elections that trigger large numbers of votes withheld in such a process are generally interpreted as a way for shareholders to express displeasure.

A Reuters article written a decade ago about a study of shareholder board elections where there are a large number of withheld votes said: “Major reasons for withholding votes included: the company’s adoption of a poison-pill anti-takeover strategy without shareholder approval, ‘related-party’ transactions by corporate insiders, concern over executive compensation and general dissatisfaction with the company.”

Expedia Group’s annual meeting, which took place June 16, and saw the slate of 11 board members elected, took four-and-a-half minutes, according to the posted webinar, and there were no questions from shareholders. So it is difficult to say what prompted all of the withheld votes.

Was executive compensation the flash point? CEO and vice chairman Peter Kern was granted a $296 million compensation package in 2021, although he isn’t expected to draw compensation for the remainder of his contract, which expires April 22, 2024.

Clinton chaired the board’s compensation committee last year, and Jacobson and Anderson were members. Anderson joined the committee in the second half of 2021.

On the other hand, Kern, who has led the company’s strategy revamp and trimmed a huge amount of overhead in the last couple of years, was reelected to the board in resounding fashion — 173,131,663 in favor versus 4,329,144 votes withheld.

Asked about the large number of withheld votes for the four board members, an Expedia Group spokesperson said: “We value input from our shareholders and will continue to take it into account as we execute on our mission to deliver long-term shareholder value.”   

Could the large number of withheld votes for Clinton and Khosrowshahi have been political? The politics of the Clinton family are well-known, and the Clinton Foundation itself has been controversial. Khosrowshahi was an outspoken critic of former President Donald’s Trump’s Muslim bans an anti-immigrant policies.

Source: Expedia Group

One could speculate that perhaps the votes withheld were an expression of disappointment in Expedia’s share price performance. Expedia’s stock price increased 194 percent from the day Kern became CEO on April 22, 2020 through the end of 2021, but has fallen off a cliff with the overall market downturn in 2022.

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Tags: ceo pay, corporate governance, expedia, expedia group, online travel newsletter, uber

Photo credit: Chelsea Clinton speaking with supporters of her mother, former Secretary of State Hillary Clinton, at a campaign rally at the Memorial Union at Arizona State University in Tempe, Arizona on October 19, 2016. Chelsea Clinton is an Expedia Group board member.

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