8-KLeadership ChangesRegulation FDExhibits & Filings

Booking Holdings Inc. 8-K Report, Executive Changes (Apr 24, 2020)

Filed April 24, 2020For Securities:BKNG

Summary

Booking Holdings Inc. (BKNG) announced significant changes to its Board of Directors and its leadership structure in an 8-K filing dated April 24, 2020. Two long-serving directors, Nancy B. Peretsman and James M. Guyette, are retiring and will not stand for re-election at the upcoming Annual Meeting in June 2020. These departures mark the end of their dedicated service to the company. In conjunction with these retirements, the company also announced the nomination of Bob van Dijk, CEO of Naspers, for election to the Board. Furthermore, key leadership roles on the Board will transition following the Annual Meeting. Robert J. Mylod Jr. will assume the role of Chairman of the Board, while Jeffery H. Boyd will remain as a director. Charles H. Noski will transition to Lead Independent Director and Chair of the Nominating and Corporate Governance Committee, and Vanessa A. Wittman will become Chair of the Audit Committee. These changes reflect a planned evolution of the Board's composition and leadership.

Key Highlights

  • 1Two directors, Nancy B. Peretsman and James M. Guyette, are retiring from the Board of Directors.
  • 2Retiring directors will not stand for re-election at the June 2020 Annual Meeting.
  • 3Bob van Dijk, CEO of Naspers, has been nominated for election to the Board of Directors.
  • 4Robert J. Mylod Jr. will become the new Chairman of the Board, succeeding Jeffery H. Boyd.
  • 5Jeffery H. Boyd will continue to serve as a member of the Board.
  • 6Charles H. Noski will assume the roles of Lead Independent Director and Chair of the Nominating and Corporate Governance Committee.
  • 7Vanessa A. Wittman will become the new Chair of the Audit Committee.

Frequently Asked Questions

The filing states that Nancy B. Peretsman and James M. Guyette have decided to retire from the Company's Board of Directors after many years of dedicated service. They will not be standing for re-election at the Annual Meeting in June 2020.

The company has nominated Bob van Dijk, who is the Chief Executive Officer of Naspers, a global internet group and technology investor, for election to the Board at the Annual Meeting.

Following the Annual Meeting (assuming re-election), Robert J. Mylod Jr. will become Chairman of the Board, Charles H. Noski will become Lead Independent Director and Chair of the Nominating and Corporate Governance Committee, and Vanessa A. Wittman will become Chair of the Audit Committee. Current Chairman Jeffery H. Boyd will remain on the Board.

The leadership changes will become effective immediately following the Company's Annual Meeting in June 2020, assuming the nominated individuals are re-elected to the Board.