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 19, 2023

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.

On October 19, 2023, Ms. Kelly Grier was appointed to the Board of Directors (the "Board") of Booking Holdings Inc. (the "Company"), effective November 6, 2023. Ms. Grier will also join the Board's Audit Committee.

Ms. Grier currently serves as a member of the board of directors of Illinois Tool Works Inc., a global industrial company, where she is a member of its Audit and Finance Committees, and CDW Corporation, a provider of integrated IT solutions, where she is a member of its Audit and Nominating and Corporate Governance Committees. Ms. Grier most recently served as the Chair and CEO of Ernst & Young LLP (EY) U.S. and Managing Partner for the Americas region from 2018 until her retirement in 2022.

In consideration of her services as a member of the Company's Board of Directors and any Board committees, Ms. Grier 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 Ms. Grier'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 24, 2023

Document

EXHIBIT 99.1

Kelly Grier, Retired Chair and CEO of Ernst & Young LLP U.S., Appointed to Booking Holdings Board of Directors

NORWALK, Conn., October 24, 2023 - Today, the Board of Directors of Booking Holdings Inc. (NASDAQ: BKNG) announced the appointment of Kelly Grier, retired Chair and CEO of leading global professional services firm Ernst & Young LLP (EY) U.S., effective November 6, 2023. Ms. Grier will also join the Board’s Audit Committee.

Ms. Grier served as the Chair and CEO of EY-US and Managing Partner for the Americas region from 2018 until her retirement in 2022. She also served as the Chair of EY’s U.S. Board and as a member of the EY Global Executive and Global Practice Group during that time. Prior to this, Ms. Grier served as the Vice Chair of Talent and in various other roles throughout the Americas and the Central Region since she started at EY in 1991, including as an SEC Audit Partner. Ms. Grier has served on the board of Illinois Tool Works Inc., a global industrial company, since 2022, where she is a member of its Audit and Finance Committees, and CDW Corporation, a provider of integrated IT solutions, since 2023, where she is a member of its Audit and Nominating and Corporate Governance Committees. She is also a senior advisor to the private equity firm Permira Advisors and serves as a director of a number of not-for-profit organizations including the Peterson Institute for International Economics, Chief Executives for Corporate Purpose, and Global Forestation Generation. Ms. Grier is a Certified Public Accountant.

“We are pleased to welcome Kelly to the Board. Her extensive experience working around the globe as a Chief Executive, client service partner and senior advisor to Fortune 500 clients across myriad industries will be an asset to our Board and the Booking Holdings leadership team,” said Robert J. Mylod, Jr., Chair of Booking Holdings.

“It’s an honor to join the Booking Holdings Board of Directors, and to be part of a company that exemplifies operational excellence and continuous innovation to enhance the travel experience for its customers and partners worldwide,” said Grier.

Source: Booking Holdings

#BKNG_Corporate

About Booking Holdings Inc.

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 X (formerly known as Twitter) @BookingHoldings.