SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 8, 2017
The Priceline Group Inc.
(Exact name of registrant as specified in its charter)
|
| | | | |
| Delaware | | 1-36691 | | 06-1528493 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
|
| | |
| 800 Connecticut Avenue, Norwalk, Connecticut | | 06854 |
| (Address of principal office) | | (zip code) |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Stockholders of The Priceline Group Inc. (the "Company") was held on June 8, 2017 in New York, New York. The following proposals were voted on by the Company’s stockholders with the following results:
| |
| 1. | The stockholders of the Company elected all of the Company’s nominees for election to the Board of Directors to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified. The votes were as follows: |
|
| | | | |
| Nominee | Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
| Timothy M. Armstrong | 42,073,103 | 263,290 | — | 2,262,551 |
| Jeffery H. Boyd | 41,741,205 | 595,188 | — | 2,262,551 |
| Jan L. Docter | 41,984,439 | 351,954 | — | 2,262,551 |
| Jeffrey E. Epstein | 41,625,545 | 710,848 | — | 2,262,551 |
| Glenn D. Fogel | 42,002,818 | 333,575 | — | 2,262,551 |
| James M. Guyette | 41,727,300 | 609,093 | — | 2,262,551 |
| Robert J. Mylod, Jr. | 41,818,806 | 517,587 | — | 2,262,551 |
| Charles H. Noski | 42,167,643 | 168,750 | — | 2,262,551 |
| Nancy B. Peretsman | 41,788,273 | 548,120 | — | 2,262,551 |
| Thomas E. Rothman | 42,129,291 | 207,102 | — | 2,262,551 |
| Craig W. Rydin | 41,985,052 | 351,341 | — | 2,262,551 |
| Lynn M. Vojvodich | 42,021,552 | 314,841 | — | 2,262,551 |
| |
| 2. | A proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017 was approved as follows: |
|
| | | |
| Votes For: | 44,245,218 |
| |
| Votes Against: | 289,705 |
| |
| Abstentions: | 64,021 |
| |
| Broker Non-Votes: | — |
| |
| |
| 3. | A proposal to approve on an advisory basis the compensation paid by the Company to its named executive officers was approved as follows: |
|
| | |
| Votes For: | 40,326,533 | |
| Votes Against: | 1,929,235 | |
| Abstentions: | 80,625 | |
| Broker Non-Votes: | 2,262,551 | |
| |
| 4. | A proposal to vote, on an advisory basis, on the frequency of holding future advisory votes on the compensation paid by the Company to its named executive officers, was as follows: |
|
| | |
| Every Year: | 39,117,778 | |
| Every 2 Years: | 41,182 | |
| Every 3 Years: | 3,104,429 | |
| Abstentions: | 73,004 | |
| Broker Non-Votes: | 2,262,551 | |
In light of the vote on Proposal 4 and the Board of Directors' recommendation that stockholders vote to hold future advisory votes on executive compensation each year, the Company will hold such vote each year until the next vote on the frequency of stockholder votes on the compensation paid by the Company to its named executive officers.
| |
| 5. | A non-binding stockholder proposal concerning special meetings was not approved as follows: |
|
| | |
| Votes For: | 16,027,036 | |
| Votes Against: | 25,789,720 | |
| Abstentions: | 519,637 | |
| Broker Non-Votes: | 2,262,551 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | | |
| | THE PRICELINE GROUP INC. |
| | |
| | | |
| | By: | /s/ Peter J. Millones |
| | | Name: | Peter J. Millones |
| | | Title: | Executive Vice President, General Counsel and Secretary |
Date: June 9, 2017
