UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

 

¨    Preliminary Proxy Statement		¨    Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
¨    Definitive Proxy Statement
x    Definitive Additional Materials
¨    Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Expedia, Inc.

 

(Name of Registrant as Specified In Its Charter)

  

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x	No fee required.

 

¨	Fee computed on table below per Exchange Act Rules 14a(6)(i)(4) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

(5)

Total fee paid:

 

 

 

¨	Fee paid previously with preliminary materials.

 

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

(3)

Filing Party:

 

 

 

(4)

Date Filed:

 

 

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Expedia, Inc.

Important Notice Regarding the Availability of Proxy Materials for the 2010 Annual Meeting of Stockholders of Expedia, Inc. to Be Held on Tuesday, June 8, 2010

 

The Proxy Statement, Annual Report and other proxy materials are available at: http://www.proxyvoting.com/expe

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.

We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on

or before May 25, 2010 to facilitate timely delivery.

 

 

TO VOTE YOUR SHARES SEE INSTRUCTIONS ON REVERSE SIDE This is not a proxy card. You cannot use this notice to vote your shares.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Expedia Stockholder:

The 2010 Annual Meeting of Stockholders of Expedia, Inc. will be held at 8800 West Sunset Boulevard, West Hollywood, California 90069, on Tuesday, June 8, 2010 at 8:00 a.m. local time.

Proposals to be considered at the Annual Meeting:

 

(1)

To elect ten directors;

(2)

To ratify the appointment of Ernst & Young LLP as Expedia’s independent registered public accounting firm for the year ending December 31, 2010; and

(3)

To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

The Board recommends a vote “FOR” Items 1 and 2.

The Board of Directors has fixed the close of business on April 12, 2010 as the record date for the determination of stockholders entitled to receive notice and to vote at the Annual Meeting of Stockholders or any adjournments or postponements thereof.

 

		CONTROL NUMBER

 

YOU MUST REFERENCE YOUR 11-DIGIT CONTROL NUMBER WHEN   YOU REQUEST A PAPER COPY OF THE PROXY MATERIALS OR TO   VOTE YOUR PROXY ELECTRONICALLY.

 

73575

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Stockholders of record as of the Record Date are encouraged and cordially invited to attend the Annual Meeting. For directions to the Annual Meeting, please visit the Investors section of our corporate website at www.expediainc.com.

Meeting Location:

8800 West Sunset Boulevard

West Hollywood, California 90069

The following materials are available for you to review online:

•

the Company’s 2010 Proxy Statement (including all attachments thereto);

•

the Company’s Annual Report for the year ended December 31, 2009 (which is not deemed to be part of the official proxy soliciting materials); and

•

any amendments to the foregoing materials that are required to be furnished to stockholders.

To request a paper copy of the Proxy Materials:

(you must reference your 11-digit control number located on the reverse side of this form)

Telephone:		1-888-313-0164 (outside of the U.S. and Canada call 201-680-6688)
Email:		shrrelations@bnymellon.com (you must reference your 11-digit control number in your email)
Internet:		http://www.proxyvoting.com/expe

The Proxy Materials for Expedia, Inc. are available to review at:

http://www.proxyvoting.com/expe

Have this notice available when you request a PAPER copy of the Proxy Materials,

when you want to view your proxy materials online

OR WHEN YOU WANT TO VOTE YOUR PROXY ELECTRONICALLY.

 

HOW TO VOTE BY INTERNET   We encourage you to review the proxy materials online before voting.   Use the Internet to vote your shares. On the landing page of the above website in the box labeled “To Vote Your Shares by Internet” click on “Vote Now” to access the electronic proxy card and vote your shares. Have this notice in hand when you access the website.   You will need to reference the 11-digit control number located on the reverse side.

73575