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) April 1, 2020
Booking Holdings Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-36691 | | 06-1528493 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 800 Connecticut Avenue | Norwalk | Connecticut | | 06854 |
| (Address of principal offices) | | (Zip Code) |
Registrant's telephone number, including area code: (203) 299-8000
N/A
(Former name or former address, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
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| Title of Each Class: | | Trading Symbol | | Name of Each Exchange on which Registered: |
| Common Stock par value $0.008 per share | | BKNG | | The NASDAQ Global Select Market |
| 0.800% Senior Notes Due 2022 | | BKNG 22A | | The NASDAQ Stock Market LLC |
| 2.150% Senior Notes Due 2022 | | BKNG 22 | | The NASDAQ Stock Market LLC |
| 2.375% Senior Notes Due 2024 | | BKNG 24 | | The NASDAQ Stock Market LLC |
| 1.800% Senior Notes Due 2027 | | BKNG 27 | | The NASDAQ Stock Market LLC |
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 7.01 Regulation FD Disclosure.
On April 1, 2020, Booking Holdings Inc. (the "Company") announced to its employees that Glenn Fogel, the Company's Chief Executive Officer, tested positive for the COVID-19 coronavirus. Mr. Fogel showed mild symptoms and was tested on March 26. At the end of the day on March 31, 2020, he was informed that the test was positive. Mr. Fogel has not shown any symptoms since March 28. He has continued to perform his responsibilities as Chief Executive Officer at all times. Also, the company maintains full succession plans for all senior executives including temporary delegation of responsibilities to other leaders within the organization if necessary for any reason.
The information furnished herewith pursuant to this Item 7.01 of this Current Report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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.
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| | BOOKING HOLDINGS INC. |
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| | By: | /s/ Peter J. Millones |
| | | Name: | Peter J. Millones |
| | | Title: | Executive Vice President and General Counsel |
Date: April 1, 2020
