0001075531-12-000042.txt : 20121015 0001075531-12-000042.hdr.sgml : 20121015 20121015161538 ACCESSION NUMBER: 0001075531-12-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121010 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20121015 DATE AS OF CHANGE: 20121015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM INC CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 121144001 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-299-8000 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 8-K 1 form8-kdirector.htm 8-K Form 8-K Director


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 10, 2012
 
priceline.com Incorporated
(Exact name of registrant as specified in its charter)
 
Delaware
 
0-25581
 
06-1528493
(State or other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
800 Connecticut Avenue, Norwalk, Connecticut
 
06854
(Address of principal office)
 
(zip code)
 
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:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425
 
o            Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4c  under the Exchange Act (17 CFR 240.13e-4(c))














Item 5.02.    Election of Directors.

On October 10, 2012, the Board of Directors of priceline.com Incorporated, a Delaware corporation, announced that Jeffery H. Boyd, President and CEO, will assume the additional role of Chairman of the Board, effective January 1, 2013. Mr. Boyd will succeed Ralph M. Bahna, who will retire from the Chairman's role on January 1, 2013, and intends to retire from the Board in June of 2013, when his current term ends.

The Board also named current Director James M. Guyette to serve in the newly created role of Lead Independent Director, effective January 1, 2013. Mr. Guyette has been a Director of priceline.com since November 2003, and is currently a member of the Compensation Committee and Chairman of the Nominating and Corporate Governance Committee.

On October 10, 2012, the Board of Directors also named Thomas E. Rothman to the Board of Directors, effective January 1, 2013. Mr. Rothman is the departing Chairman and Chief Executive Officer of News Corporation's Fox Filmed Entertainment Group, Inc. Before joining Fox Filmed, which he served for 18 years, Mr. Rothman served as President of Worldwide Production for the Samuel Goldwyn Company, and Executive Vice President, Production of Sony Corporation's Columbia Pictures. He also served as a partner with Frankfurt, Kurnit, Klein & Selz. Mr. Rothman has a B.A. from Brown University and a J.D. from Columbia School of Law. In consideration of his services as a member of the Board of Directors, Mr. Rothman will be eligible to participate in compensation arrangements available to other non-employee directors.

Attached as Exhibit 99.1 is a copy of the press release issued by priceline.com on October 15, 2012.


Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by priceline.com Incorporated on October 15, 2012.

The information in Exhibit 99.1 shall not be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended.








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.
 
 
PRICELINE.COM INCORPORATED
 
 
 
 
 
 
 
By:
/s/ Daniel J. Finnegan
 
 
Name: Daniel J. Finnegan
 
 
Title: Chief Financial Officer
 
 
Date:  October 15, 2012







EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press Release issued by priceline.com Incorporated on October 15, 2012.



 EX-99.1 2 pressrelease.htm EXHIBIT Press Release




Priceline.com Incorporated Board of Directors
Announces Board Changes

NORWALK, Conn., October 15, 2012 . . . The Board of Directors of priceline.com Incorporated (Nasdaq: PCLN) announced today that Jeffery H. Boyd, President and CEO, will assume the additional role of Chairman of the Board, effective January 1, 2013. Mr. Boyd will succeed Ralph M. Bahna, who will retire from the Chairman's role on January 1, 2013, and intends to retire from the Board in June of 2013, when his current term ends.

Mr. Bahna, who participated in the formation of priceline.com and has served as Chairman of the Board since April 2004, is a longtime executive veteran of the travel industry. In addition to priceline.com, he has served as Chairman of Masterworks Development Corp., a company he founded in 1992 that developed the Club Quarters hotel group. He also served as the CEO of Cunard Lines, Ltd., and the Cunard Group of Companies. Prior to Cunard, Mr. Bahna was employed by Trans World Airlines, Inc., where he developed and launched its highly successful Ambassador Service.

“Ralph Bahna has been instrumental in providing outside guidance for the foundation and growth of the Priceline Group into the business it is today,” said President and Chief Executive Officer Jeffery H. Boyd. “We thank him for his service to the Board as Chairman, and we look forward to his further counsel as a priceline.com Director.”

The Board also named current Director James M. Guyette to serve in the newly created role of Lead Independent Director, effective January 1, 2013. Mr. Guyette has been a Director of priceline.com since November 2003, and is currently a member of the Compensation Committee and Chairman of the Nominating and Corporate Governance Committee. Mr. Guyette is currently Chairman, President and Chief Executive Officer of Rolls-Royce North America Inc. Before joining Rolls-Royce, he served as Executive Vice President - Marketing and Planning for United Airlines. Mr. Guyette is also the Chairman of the Board of PrivateBancorp Inc. (Nasdaq: PVTB).

The Board stated that it combined the roles of Chairman and CEO as an interim structure that best accomplished continuity of leadership in view of Mr. Bahna's upcoming retirement from the Board and its long-term succession planning. At the same time, the Board ensured the appropriate exercise of independent judgment by the Board through the appointment of a Lead Independent Director. A description of the responsibilities of the Chairman of the Board and Lead Independent Director can be found on priceline.com's Investor Relations site, ir.priceline.com.

The Board also named Thomas E. Rothman, departing Chairman and Chief Executive Officer of News Corporation's Fox Filmed Entertainment Group, Inc., as priceline.com's newest Director, effective January 1, 2013. Before joining Fox Filmed, which he served for 18 years, Mr. Rothman served as President of Worldwide Production for the Samuel Goldwyn Company, and Executive Vice President, Production of Sony Corporation's Columbia Pictures. He also served as a partner with Frankfurt, Kurnit, Klein & Selz. Mr. Rothman has a B.A. from Brown University and a J.D. from Columbia School of Law. “Tom Rothman has a deep understanding of what makes consumer-facing businesses successful and we look forward to leveraging his expertise on the priceline.com Board,” said Mr. Boyd.





About The Priceline Group
The Priceline Group (Nasdaq: PCLN) is a leader in global online hotel reservations, with over 260,000 participating hotels worldwide.  The Group is composed of four primary brands - Booking.com, priceline.com, Agoda.com and Rentalcars.com - and several ancillary brands. The Priceline Group provides online travel services in over 180 countries in Europe, North America, South America, the Asia-Pacific region, the Middle East and Africa.
Booking.com is the number one online hotel reservation service in the world, offering over 235,000 hotels (as of August 7, 2012), and is available in 41 languages.  More recent hotel counts are available on the Booking.com website.  Priceline.com gives leisure travelers multiple ways to save on their airline tickets, hotel rooms, rental cars, vacation packages and cruises. In addition to getting compelling published prices, travelers can take advantage of priceline.com's famous Name Your Own Price® service, which can deliver the lowest prices available, or the recently added Express Deals℠, where travelers can take advantage of hotel discounts without bidding.  Agoda.com is an Asia-based online hotel reservation service that is available in 37 languages.  Rentalcars.com is a multinational car hire service, offering its reservation services in over 6,000 locations.  Customer support is provided in 38 languages.
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For Press Information: Brian Ek (203) 299-8167 brian.ek@priceline.com
For Investor Relations: Matthew Tynan (203) 299-8487 matt.tynan@priceline.com