Summary
Booking Holdings Inc. (BKNG) filed an 8-K on March 1, 2019, detailing changes to its executive compensation structure. The primary focus is the adoption of a new form of Performance Share Unit Agreement (Form PSU Agreement) under its 1999 Omnibus Plan. This new agreement is designed to align executive compensation with the company's long-term financial performance, specifically its Cumulative Consolidated Compensation EBITDA.
Key Highlights
- 1Adoption of a new Performance Share Unit Agreement (Form PSU Agreement) for 2019 awards to named executive officers.
- 2Performance Share Units generally vest after three years of service.
- 3Issuance of shares is contingent upon the company achieving specified Cumulative Consolidated Compensation EBITDA targets.
- 4The number of shares ultimately issued can range from zero to double the nominal number of units, based on performance against targets.
- 5This change aims to directly link executive compensation to the company's EBITDA performance over a three-year period.
- 6The Form PSU Agreement is incorporated by reference as Exhibit 99.1 to the filing.
Frequently Asked Questions
The new Performance Share Unit Agreement is intended to tie executive compensation directly to the company's financial performance, specifically its Cumulative Consolidated Compensation EBITDA, over a three-year period. This aims to incentivize executives to achieve specific financial targets and create long-term shareholder value.
Executives will be granted performance share units. These units generally vest after three years of service. However, the actual issuance of shares is dependent on Booking Holdings achieving pre-set Cumulative Consolidated Compensation EBITDA targets. The payout can range from no shares to double the nominal number of units granted, based on performance.
The filing defines 'Cumulative Consolidated Compensation EBITDA' as a specific metric used to measure the company's financial performance for the purpose of determining the payout of performance share units. The exact definition and calculation methodology would be detailed within the referenced Form PSU Agreement (Exhibit 99.1).
No, this filing (Item 5.02) specifically addresses the adoption of a new compensation arrangement for certain officers and does not report any departures, elections, or appointments of directors or officers. The focus is on the structure of future compensation.