Annual Reports

 
Quarterly Reports

 
8-K

  • 8-K (Nov 7, 2017)
  • 8-K (Oct 19, 2017)
  • 8-K (Aug 15, 2017)
  • 8-K (Aug 8, 2017)
  • 8-K (Jul 24, 2017)
  • 8-K (Jun 9, 2017)

 
Other

Priceline Group Inc. 8-K 2015

Documents found in this filing:

  1. 8-K
  2. Ex-3.1
  3. Ex-3.1
8-K Amended Bylaws March 2015


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) March 18, 2015
 
The Priceline Group Inc.
(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 18, 2015, the Board of Directors of The Priceline Group Inc. (the "Company") amended and restated the Company's By-Laws. The By-Laws were amended to, among other things, adopt proxy access By-Laws, which provide that, in certain circumstances and subject to compliance with the terms and conditions of the By-Laws, a single stockholder or group of up to 20 stockholders that have collectively owned at least 5% of the Company's outstanding common stock for at least 3 years may include director nominees in the Company's proxy statement for an annual meeting of stockholders at which directors are to be elected. The maximum number of nominees that may be included is 20% (rounded down) of the number of directors then serving. Any one stockholder or eligible stockholder group that has owned at least 5% of the Company's common stock for the 3-year period but less than 10% may include nominees of up to 10% of the number of directors then serving, while any one stockholder or eligible stockholder group that has owned at least 10% of the Company's common stock for the 3-year period may include nominees of up to 20% of the number of directors then serving. Other amendments made to the By-Laws include various minor revisions to update and clarify the By-Laws for items such as how abstentions and broker non-votes are counted for quorum purposes at a meeting of stockholders, providing that stockholder lists may be made available on an electronic network, how notices of Board meetings may be given, and adding the specific offices of Lead Independent Director and Chief Financial Officer, among other revisions. The foregoing description of the amended and restated By-Laws is a summary only and is qualified in its entirety by reference to the amended and restated By-Laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1
Amended and Restated By-Laws of The Priceline Group Inc., dated as of March 18, 2015.








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.
 

 
THE PRICELINE GROUP INC.
 
 
 
 
 
 
 
By:
/s/ Daniel J. Finnegan
 
 
Name: Daniel J. Finnegan
 
 
Title: Chief Financial Officer
 
 
Date:  March 19, 2015

EXHIBIT INDEX

Exhibit    

3.1
Amended and Restated By-Laws of The Priceline Group Inc., dated as of March 18, 2015.



Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki