8-K

UNITED STATES

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) October 13, 2022

Booking Holdings Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (203) 299-8000

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:

☐   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-4(c)  under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

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.

Larry Quinlan has been appointed to the Board of Directors of Booking Holdings Inc. (the "Company"), effective October 13, 2022.

Mr. Quinlan currently serves on various private company boards and as a member of the boards of directors of ServiceNow, Inc., a leader in cloud digital workflow, where he sits on the Audit Committee, and Jones Lang LaSalle Incorporated, a world leader in real estate services, where he is a member of the Audit & Risk and the Nominating, Governance & Sustainability Committees. Mr. Quinlan most recently served as the Global Chief Information Officer of Deloitte LLP.

In consideration of his services as a member of the Company's Board of Directors and any Board committees, Mr. Quinlan will be compensated in accordance with the Company's non-employee director compensation program as in effect from time to time.

A copy of the press release announcing Mr. Quinlan's appointment is furnished with this Current Report as Exhibit 99.1.

Item 9.01.           Financial Statements and Exhibits.

(d)    Exhibits

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.

Date:  October 14, 2022

Document

EXHIBIT 99.1

Larry Quinlan Joins the Booking Holdings Board of Directors

NORWALK, Conn., October 14, 2022 -- The Board of Directors of Booking Holdings Inc. (NASDAQ: BKNG) is pleased to announce that Larry Quinlan, former Global Chief Information Officer for Deloitte, joined the Board effective October 13, 2022.

Mr. Quinlan has over 35 years of experience as a technology leader. He most recently served as Global Chief Information Officer for Deloitte, responsible for all facets of technology strategy and operations and leading over 10,000 IT professionals in 175 countries. During his time at Deloitte, Mr. Quinlan oversaw major client relationships and advised company boards and CEOs on a wide range of IT, cybersecurity, and digital strategic priorities. Mr. Quinlan currently serves on the boards of ServiceNow (NYSE: NOW) and Jones Lang LaSalle (NYSE: JLL). He holds an MBA from Baruch College, City University of New York and a BSc degree (Hons) from the University of the West Indies, as well as an honorary Doctor of Laws degree from the University of the West Indies.

"Larry’s extensive global leadership experience across digital and technology strategy and transformation, complex enterprise systems, emerging technologies and cybersecurity will bring immense value to our Board and the Holdings leadership team. We are pleased to welcome him to the Board," said Robert J. Mylod, Jr., Chair of Booking Holdings.

“Technology innovation and transformation is foundational to Booking Holdings’ continued global success and expansion,” said Quinlan. “It’s an honor to join a company and its Board that is shaping the future of travel through digital technology.”

Source: Booking Holdings

#BKNG_Corporate

About Booking Holdings

Booking Holdings (NASDAQ: BKNG) is the world's leading provider of online travel and related services, provided to consumers and local partners in more than 220 countries and territories through six primary consumer-facing brands: Booking.com, Priceline, Agoda, Rentalcars.com, KAYAK and OpenTable. The mission of Booking Holdings is to make it easier for everyone to experience the world. For more information, visit BookingHoldings.com and follow us on Twitter @BookingHoldings.