Summary
This 8-K filing from Priceline.com Incorporated (now Booking Holdings Inc.) on June 6, 2013, primarily details the outcomes of its 2013 Annual Meeting of Stockholders. The key events include the approval of amendments to the 1999 Omnibus Plan, which increased the share reserve by 2.4 million shares and extended the plan's term. Additionally, amendments were made to the KAYAK Software Corporation 2012 Equity Incentive Plan, including the termination of an "evergreen" provision and a reduction in available shares. The meeting also saw the election of all director nominees and the ratification of Deloitte & Touche LLP as the independent auditor. Stockholders approved, on an advisory basis, the compensation of named executive officers. Notably, a non-binding stockholder proposal requesting a policy to limit the acceleration of equity award vesting upon a change in control was not approved by the majority of votes cast.
Key Highlights
- 1Stockholder approval of amendments to the 1999 Omnibus Plan, increasing the share reserve by 2.4 million shares and extending the plan's term to April 22, 2023.
- 2Amendments to the KAYAK Software Corporation 2012 Equity Incentive Plan, specifically terminating the 'evergreen' provision (Section 4.3) and reducing the share pool by 95,095 shares.
- 3Election of all nominees to the Board of Directors for the upcoming term.
- 4Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2013.
- 5Advisory approval of compensation paid to the company's named executive officers.
- 6Rejection of a non-binding stockholder proposal seeking a policy to limit the acceleration of equity award vesting in the event of a change in control.