Summary
This 8-K filing by priceline.com Incorporated (now Booking Holdings Inc.) on March 8, 2011, primarily details new equity compensation arrangements. Specifically, the company granted performance-based equity awards to certain employees, including named executive officers, tied to achieving specific cumulative non-GAAP EBITDA targets over a three-year period (2011-2013). The payout multipliers for these awards range from 1x to 2x the target based on performance. Additionally, the filing outlines restricted stock unit (RSU) awards granted to non-employee directors. These RSUs vest one year from the grant date (March 5, 2012), with accelerated vesting upon a change in control. These arrangements underscore the company's focus on aligning executive and director compensation with long-term financial performance and shareholder value, particularly through EBITDA growth and strategic events.
Key Highlights
- 1Priceline.com Incorporated granted performance-based equity awards to named executive officers and other employees on March 4, 2011.
- 2These awards are contingent upon achieving specified cumulative non-GAAP EBITDA targets over a three-year performance period (January 1, 2011 - December 31, 2013).
- 3Awards can be multiplied between 1x and 2x based on the achievement of higher EBITDA targets.
- 4Performance awards are subject to forfeiture if employment is terminated for cause or without specific qualifying reasons before March 4, 2014, or if minimum EBITDA thresholds are not met.
- 5Non-employee directors received restricted stock units (RSUs) on March 4, 2011, vesting on March 5, 2012.
- 6RSU vesting for directors will accelerate in the event of a change in control.
- 7The grants are made under the priceline.com Incorporated 1999 Omnibus Plan.