8-KLeadership ChangesRegulation FDExhibits & Filings

Booking Holdings Inc. 8-K Report, Executive Changes (Dec 16, 2016)

Filed December 16, 2016For Securities:BKNG

Summary

Booking Holdings Inc. (then The Priceline Group Inc.) announced a significant leadership transition through this 8-K filing. Effective January 1, 2017, Glenn D. Fogel was appointed Chief Executive Officer and President, succeeding Jeffery H. Boyd. Mr. Fogel, previously Head of Worldwide Strategy and Planning, brings extensive experience in mergers, acquisitions, and strategic alliances to the CEO role. This filing also details Mr. Fogel's new employment agreement, outlining a base salary of $750,000, a target annual bonus of 250% of base salary, and substantial equity grants. Jeffery H. Boyd transitioned to the role of Executive Chairman of the Board, focusing on supporting the CEO transition and providing strategic counsel, with his own compensation package including a $150,000 annual salary and a significant restricted stock unit grant. The board size was also increased to eleven directors.

Key Highlights

  • 1Glenn D. Fogel appointed CEO and President, effective January 1, 2017.
  • 2Jeffery H. Boyd transitions to Executive Chairman of the Board.
  • 3Fogel's compensation includes a $750,000 base salary, 250% target bonus, and $7 million in RSUs and $14 million in PSUs upon appointment.
  • 4Boyd's Executive Chairman role includes a $150,000 salary and a $5 million RSU grant.
  • 5The Board of Directors size increased to eleven members.
  • 6The transition aims to ensure a smooth leadership change and leverage Fogel's strategic expertise.

Frequently Asked Questions

Glenn D. Fogel has been appointed as the new Chief Executive Officer and President, effective January 1, 2017. He previously held the positions of Head of Worldwide Strategy and Planning and Executive Vice President, Corporate Development.

Jeffery H. Boyd has transitioned from his role as Chairman and Interim CEO to become the Executive Chairman of the Board. In this capacity, he will focus on supporting the CEO transition and providing strategic counsel.

Mr. Fogel's compensation includes an initial annual base salary of $750,000, a target annual bonus of 250% of his base salary, a grant of restricted stock units valued at $7,000,000, and a grant of performance share units valued at $14,000,000 (at target).

The Board of Directors increased its size from ten to eleven members, with Mr. Fogel also being appointed to the Board effective January 1, 2017, reflecting his new executive leadership role.