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Booking Holdings Inc. 8-K 2011

Documents found in this filing:

  1. 8-K
  2. 8-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) June 2, 2011

 

priceline.com Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-25581

 

06-1528493

(State or other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

800 Connecticut Avenue, Norwalk, Connecticut

 

06854

(Address of principal office)

 

(zip code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425

 

o            Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07.              Submission of Matters to a Vote of Security Holders.

 

The annual meeting of stockholders of priceline.com Incorporated (the “Company”), was held on June 2, 2011, in Greenwich, Connecticut.

 

The stockholders of the Company elected all of the Company’s nominees for director, until the next annual meeting of stockholders or until their respective successors are elected and qualified, based upon the following votes:

 

 

 

Votes Cast For

 

Votes Cast Against

 

 

 

Nominee

 

Number

 

Number

 

Broker Non-Votes

 

Jeffery H. Boyd

 

39,571,541

 

871,864

 

2,526,996

 

Ralph M. Bahna

 

35,287,097

 

5,156,308

 

2,526,996

 

Howard W. Barker, Jr.

 

36,292,549

 

4,150,856

 

2,526,996

 

Jan L. Docter

 

39,397,519

 

1,045,886

 

2,526,996

 

Jeffrey E. Epstein

 

39,094,304

 

1,349,101

 

2,526,996

 

James M. Guyette

 

35,612,660

 

4,830,745

 

2,526,996

 

Nancy B. Peretsman

 

39,567,515

 

875,890

 

2,526,996

 

Craig W. Rydin

 

39,191,691

 

1,251,714

 

2,526,996

 

 

The stockholders of the Company ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, based upon the following votes:

 

Votes for approval:

 

42,551,316

 

 

 

 

 

Votes against:

 

405,276

 

 

 

 

 

Abstentions:

 

13,808

 

 

 

 

 

Broker non-votes:

 

0

 

 

 

 

 

 

The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers based upon the following votes:

 

Votes for approval:

 

38,979,180

 

 

 

 

 

Votes against:

 

1,446,215

 

 

 

 

 

Abstentions:

 

18,009

 

 

 

 

 

Broker non-votes:

 

2,526,996

 

 

 

 

 

 

2



 

The stockholders of the Company voted, on an advisory basis, to hold future advisory votes to approve the compensation of the Company’s named executive officers as follows:

 

Every year:

 

36,151,487

 

 

 

 

 

Every 2 years:

 

285,705

 

 

 

 

 

Every 3 years:

 

3,977,297

 

 

 

 

 

Abstentions:

 

28,915

 

 

 

 

 

Broker non-votes:

 

2,526,996

 

 

 

 

 

 

A stockholder proposal regarding stockholder action by written consent was not approved based upon the following votes:

 

Votes for approval:

 

18,607,992

 

 

 

 

 

Votes against:

 

21,765,875

 

 

 

 

 

Abstentions:

 

69,537

 

 

 

 

 

Broker non-votes:

 

2,526,996

 

 

 

 

 

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PRICELINE.COM INCORPORATED

 

 

 

 

 

 

 

By:

/s/ Daniel J. Finnegan

 

 

Name: Daniel J. Finnegan

 

 

Title: Chief Financial Officer

 

 

Date:  June 2, 2011

 

4


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