Booking Holdings Inc 8-K, filed Apr 11, 2023
Booking Holdings Inc. (BKNG)
8-K
2023-04-11
For: 2023-04-05
View Original
Added on
April 11, 2026
About this 8-K
Booking Holdings Inc filed this 8-K on April 11, 2023, reporting on events of April 5, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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) April 5, 2023
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive 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)
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:
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol | Name of Each Exchange on which Registered: | |||||||||||||||
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 5, 2023, the Compensation Committee of the Board of Directors of Booking Holdings Inc. (the "Company") adopted a policy (the "Termination Pay Policy") to limit future arrangements to pay cash severance to executive officers of the Company to no more than 2.99 times the amount of the executive officer's annual base salary plus annual target bonus, without stockholder ratification.
A description of the Termination Pay Policy is filed as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||||||||
| Description of Termination Pay Policy, effective as of April 5, 2023. | ||||||||||||||
| 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 11, 2023
Exhibit 99.1
Summary of Termination Pay Policy
Booking Holdings Inc. (the "Company") will limit future arrangements to pay cash severance to executive officers of the Company to no more than 2.99 times the amount of the executive officer's annual base salary plus annual target bonus (not inclusive of equity), without stockholder approval.