LibertyInteractive Corp. and a newly formed company to be called LibertyExpedia Holdings Inc. on March 24 entered into a transaction agreement withLiberty Interactive Chairman John Malone, Leslie Malone and Chairman Barry Diller.
The transaction agreement facilitates certain arrangementswhereby, immediately following the effective time of the until the termination orexpiration of the proxy arrangements, Diller will irrevocably assign to LibertyExpedia Holdings the proxy granted to him by Liberty pursuant to thestockholders agreement to vote all common shares beneficially owned by Liberty;and the Malone Group will grant Diller an irrevocable proxy to vote all sharesof Liberty Expedia Holdings' series A common stock and series B common stockbeneficially owned by the Malone Group upon completion of the spin-off orthereafter, in each case, subject to certain limitations, according to an SECfiling.
Further, the transaction agreement provides that,immediately following the completion of the spin-off, Liberty Expedia Holdings'board will consist of seven members, with five individuals designated byLiberty to serve as common stock directors and two individuals designated byDiller to serve as series B directors. Three of the common stockdirectors and one series B director are required to be "independent"as to Liberty Expedia Holdings pursuant to Nasdaq rules and regulations.
Liberty Interactive and Diller disclosed beneficialownership of 29,322,111 shares of Expedia common stock, representing a 19.4%stake. As each share of class B common stock generally is entitledto 10 votes per share and each share of common stock is entitled to one voteper share, the reporting persons may be deemed to beneficially own equitysecurities of the company representing about 54.3% of the voting power of thecompany.