Summary
This 8-K filing from priceline.com Incorporated (now Booking Holdings Inc.) on March 4, 2009, primarily discloses the grant of restricted stock units (RSUs) to key executive officers, President and CEO Jeffery H. Boyd and Vice Chairman Robert J. Mylod. These RSU awards are tied to specific stock price performance targets over a three-year period, aligning executive compensation with shareholder value creation. The vesting of these RSUs is contingent upon the company's common stock achieving and maintaining certain price thresholds between March 4, 2009, and March 4, 2012. The structure of the RSU grants indicates a focus on motivating leadership to drive significant stock appreciation. Investors should note that the performance conditions are designed to reward executives only if the stock price reaches defined levels, with tiered vesting percentages (50%, 75%, or 100%) based on the achieved stock price. Continued employment through the vesting date is also a requirement, barring specific exceptions.
Key Highlights
- 1Grant of Restricted Stock Units (RSUs) to CEO Jeffery H. Boyd (27,828 RSUs) and Vice Chairman Robert J. Mylod (19,358 RSUs).
- 2RSU awards are performance-based, contingent on achieving and maintaining specific stock price thresholds.
- 3Vesting period for RSUs is from March 4, 2009, to March 4, 2012.
- 4Vesting is based on the company's common stock closing at or above defined price levels for 20 consecutive trading days within a specified window before March 4, 2012.
- 5Tiered vesting structure: 50% vest if stock price is >= $97.05 and < $104.69; 75% vest if stock price is >= $104.69 and < $113.03; 100% vest if stock price is >= $113.03.
- 6Executives must remain employed through March 3, 2012, for RSUs to vest, with exceptions for change in control, termination for cause, death, or disability.
- 7The awards are made under the priceline.com 1999 Omnibus Plan, as amended.