Document
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) March 2, 2018
Booking Holdings Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 1-36691 | | 06-1528493 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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))
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. ☐
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Current Booking Holdings Inc. (the "Company") director, Jan Docter, informed the Company on March 2, 2018 that he is retiring from the board of directors as of the Company's 2018 annual meeting of stockholders scheduled to be held on June 7, 2018 (the "Annual Meeting") and will not stand for re-election. His retirement is not the result of any dispute or disagreement with the Company, its management or its board of directors on any matter relating to the Company's operations, policies or practices or otherwise.
Item 7.01. Regulation FD Disclosure
On March 8, 2018, the Company announced that it has nominated for election to its board of directors at the Annual Meeting two new directors, Mirian Graddick-Weir and Nick Read. Ms. Graddick-Weir currently serves as Executive Vice President of Human Resources at Merck & Co., a leading, global pharmaceutical company. Mr. Read currently serves as Chief Financial Officer of the Vodafone Group, a leading, global telecommunications company. A copy of the press release announcing their nominations 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
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.
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| BOOKING HOLDINGS INC. |
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| By: | /s/ Peter J. Millones |
| | Name: | Peter J. Millones |
| | Title: | Executive Vice President, General Counsel and Secretary |
Date: March 8, 2018
EXHIBIT INDEX
Exhibit