8-KLeadership ChangesOther EventsExhibits & Filings

Booking Holdings Inc. 8-K Report, Executive Changes (Aug 6, 2008)

Filed August 6, 2008For Securities:BKNG

Summary

This 8-K filing from priceline.com Incorporated (now Booking Holdings Inc.) on August 6, 2008, details two significant personnel and financial events. Firstly, it announces the approved separation agreement for Stef Norden, CEO of its majority-owned subsidiary Booking.com B.V., effective September 1, 2008. Mr. Norden will forfeit unvested equity awards and may receive a pro-rata bonus for 2008 at the Compensation Committee's discretion. This event marks a leadership transition within a key international subsidiary. Secondly, the filing reports amendments to the employment and performance share unit agreements for priceline.com's President and CEO, Jeffery H. Boyd. These amendments are primarily to ensure compliance with Section 409A of the Internal Revenue Code, relating to deferred compensation. Additionally, the company announced the redemption of its 2006 1.00% Convertible Senior Notes due August 1, 2010. Investors should note these changes in executive compensation structure and the proactive financial management through debt redemption.

Key Highlights

  • 1Separation agreement approved for Stef Norden, CEO of Booking.com B.V., effective September 1, 2008.
  • 2Stef Norden will forfeit all unvested priceline.com equity awards as of September 1, 2008.
  • 3Stef Norden may receive a pro-rata 2008 bonus, subject to Compensation Committee discretion.
  • 4Amendments made to employment and performance share unit agreements for CEO Jeffery H. Boyd.
  • 5Amendments to Mr. Boyd's agreements are primarily for Section 409A tax compliance.
  • 6Priceline.com announced the redemption of its 2006 1.00% Convertible Senior Notes due August 1, 2010.
  • 7The filing indicates a transition within a key subsidiary and proactive financial liability management.

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