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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 24, 2020
 
Booking Holdings 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 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:
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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2020, Booking Holdings Inc. (the "Company") announced that, after many years of dedicated service to the Company, Nancy B. Peretsman and James M. Guyette have decided to retire from the Company's Board of Directors, effective at the Company's Annual Meeting in June 2020 (the "Annual Meeting"), and therefore are not standing for re-election at the Annual Meeting. A copy of the press release announcing the retirements is furnished with this Current Report as Exhibit 99.1.

Item 7.01    Regulation FD Disclosure.

On April 24, 2020, the Company announced that it has nominated Bob van Dijk, Chief Executive Officer of Naspers, a global internet group and one of the largest technology investors in the world, for election to the Board at the Annual Meeting.

In addition, the Board made the following changes to the Board’s leadership that will become effective immediately following the Annual Meeting, assuming the identified persons are re-elected to the Board at the Annual Meeting:

Robert J. Mylod Jr., current Director and member of the Compensation Committee, will become Chairman of the Board. Current Chairman of the Board, Jeffery H. Boyd will continue to serve on the Board.
Charles H. Noski, current Director and Chair of the Audit Committee, will become Lead Independent Director and Chair of the Nominating and Corporate Governance Committee.
Vanessa A. Wittman, current Director and member of the Audit Committee, will become Chair of the Audit Committee.

A copy of the press release announcing the nomination and leadership changes is furnished with this Current Report as Exhibit 99.1.

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.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit    Description

Press Release, dated April 24, 2020.
104
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


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.
 
 
BOOKING HOLDINGS INC.
 
 
 
 
 
 
By:
/s/ Peter J. Millones
 
 
Name:
Peter J. Millones
 
 
Title:
Executive Vice President and General Counsel
 
 Date:  April 24, 2020








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