Booking Holdings

The COVID-19 pandemic has significantly affected the global economy and caused a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services for most of 2020. As a result, Booking Holdings Inc.’s (the “Company”) financial performance for 2020 was radically and unexpectedly harmed. With the continued spread of COVID-19 in Europe, the United States and various other countries, we expect the pandemic to continue to have a significant adverse impact on our business for what could be an extended period of time. In response to the pandemic, the Company and its senior business leaders proactively took steps to stabilize its business and secure its liquidity position and made a series of difficult decisions, including laying off and furloughing thousands of employees, and significantly reducing expenses.

On November 18, 2020, Jeffery H. Boyd informed Booking Holdings Inc. (the “Company”) that he has decided to retire from the Company’s Board of Directors, effective as of the Company’s 2021 Annual Meeting of Stockholders (the "Annual Meeting"), and therefore he will not stand for re-election to the Board of Directors at the Annual Meeting. 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. The Company and the Board extend their deepest gratitude to Mr. Boyd for his outstanding leadership, vision and dedicated service, and for the incalculable contribution he made as Chief Executive Officer of the Company for more than a decade and as a member of the Board of Directors for nearly two decades (including seven years as Chairman).

On July 16, 2020, the Compensation Committee (the "Committee") of the Board of Directors of Booking Holdings Inc. (the "Company") approved a form of performance share unit ("PSU") agreement (the "Form PSU Agreement") for use under the Company's 1999 Omnibus Plan (as amended and restated) (the "Plan") with respect to potential PSU awards to executive officers and other employees of the Company and its subsidiaries. The specific performance goals and other terms of any such PSU award granted pursuant to the Plan and the Form PSU Agreement, including the amount of the award, the applicable vesting schedule and the performance period, will be determined at the time of the grant. Any such PSU award will be subject to the terms of the Plan and approved by the Committee.

On April 24, 2020, Booking Holdings Inc. (the "Company") announced that, after many years of dedicated service to the Company, Nancy B. Peretsman and James M. Guyette have decided to retire from the Company's Board of Directors, effective at the Company's Annual Meeting in June 2020 (the "Annual Meeting"), and therefore are not standing for re-election at the Annual Meeting. A copy of the press release announcing the retirements is furnished with this Current Report as Exhibit 99.1.

As Booking Holdings Inc. (the "Company") previously announced, effective as of June 26, 2019, Mr. Glenn Fogel is serving as Chief Executive Officer of Booking.com in the Netherlands (the "New Role") in addition to continuing as Chief Executive Officer and President of the Company. In connection with Mr. Fogel's service in the New Role, the Company and Mr. Fogel entered into a letter agreement, dated October 24, 2019 (the "Letter Agreement") that amends and supplements his employment agreement and sets forth the terms of certain benefits Mr. Fogel will receive related to this expatriate assignment.

On June 26, 2019, Booking Holdings Inc. (the "Company") announced that Ms. Gillian Tans has been appointed to the role of Chairwoman of Booking.com and that Mr. Glenn Fogel will become Chief Executive Officer of Booking.com in addition to continuing as Chief Executive Officer of the Company. A copy of the press release with this announcement is furnished with this Current Report as Exhibit 99.1. Booking.com and Ms. Tans have entered into a Transition Agreement pursuant to which Ms. Tans will continue as an employee of Booking.com and serve as Chairwoman until June 30, 2020. Ms. Tans will be paid a salary and receive a restricted stock unit award in connection with her role as Chairwoman. In addition, she will continue to vest in her outstanding equity awards during her service as Chairwoman, and she will be entitled to a payment of approximately €1,188,000 at the end of her term. Ms.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On May 14, 2019, Booking Holdings Inc. (the "Company") announced that it has appointed Sue D'Emic as its Senior Vice President, Chief Accounting Officer and Controller effective as of May 10, 2019. Ms. D'Emic, age 55, most recently served as Executive Vice President and Chief Financial Officer of Time Inc. ("Time"), a leading multi-platform media and content company, from November 2016 through April 2018. Prior to this, Ms. D'Emic was Senior Vice President, Global Controller and Chief Accounting Officer at Time from October 2013 to November 2016. Ms. D'Emic also served as Senior Vice President, Controller and Chief Accounting Officer of Frontier Communications from 2011 to 2013.

Booking Holdings Inc. (the "Company") adopted a new form of performance share unit agreement (the "Form PSU Agreement") under the Company's 1999 Omnibus Plan (the "Plan") with respect to 2019 performance share unit awards to its named executive officers. The Form PSU Agreement provides for the grant of performance share units to executive officers, which generally vest at the end of three years of service but only result in the issuance of shares if the Company achieves a specified threshold of Cumulative Consolidated Compensation EBITDA (as defined in the Form PSU Agreement).

1999 Omnibus Plan Amendments On June 7, 2018, the stockholders of Booking Holdings Inc. (the "Company") approved amendments to the Company's 1999 Omnibus Plan (the "1999 Plan"). The amendments, which were adopted by the Company’s Board of Directors (the "Board") on April 19, 2018, effective as of their approval by the Company's stockholders, limit the total compensation (including cash, equity and other compensation) of our non-employee directors for such service to $750,000 in any one calendar year (with the value of any such equity award based on the grant date fair value for financial reporting purposes). In addition to amending the 1999 Plan to impose the annual limit on non-employee director compensation for such service described above, the proposed amendments to the Plan make certain conforming and other immaterial changes to update and improve the Plan.

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.

Booking Holdings Inc. (the "Company") adopted a new form of performance share unit agreement (the "Form PSU Agreement") under the Company's 1999 Omnibus Plan (the "Plan") with respect to 2018 performance share unit awards to its named executive officers and a new general form of restricted stock unit agreement (the "Form RSU Agreement"). The Form PSU Agreement provides for the grant of performance share units to executive officers, which generally vest at the end of three years of service but only result in the issuance of shares if the Company achieves a specified threshold of Cumulative Consolidated Adjusted EBITDA (as defined in the Form PSU Agreement).

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers On January 22, 2018, The Priceline Group Inc. (the "Company") announced that it has appointed David Goulden as its Executive Vice President and Chief Financial Officer effective as of March 1, 2018. Mr. Goulden, age 58, most recently served as President, Infrastructure Solutions Group at Dell Technologies, a position he held starting in 2016 when Dell acquired EMC Corporation. Mr. Goulden will, as previously announced, be leaving Dell on February 2, 2018. From January 2014 until EMC's acquisition by Dell, Mr. Goulden was Chief Executive Officer of the EMC Information Infrastructure business, EMC's largest business by revenue and employees.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers On May 9, 2017, The Priceline Group Inc. (the "Company") announced that Daniel J. Finnegan, the Company's Chief Financial Officer and Chief Accounting Officer, plans to retire pending the hiring of his successor. In connection with Mr. Finnegan's planned retirement, on May 11, 2017 the Company and Mr. Finnegan entered into a letter agreement relating to the terms of Mr. Finnegan's continued service to the Company until and following the hiring of his successor (the "New Agreement"). The New Agreement supplements the terms of the letter agreement between the Company and Mr. Finnegan dated October 19, 2005, as amended on December 16, 2008 (the "Employment Agreement"). The New Agreement provides that: • Mr.

Robert J. Mylod, Jr. has been appointed to the Board of Directors of The Priceline Group Inc. (the "Company"), effective May 15, 2017. Mr. Mylod currently serves as the Managing Partner of Annox Capital Management, a private investment firm that he founded in 2013, and as a member of the Boards of Directors of EverBank, a U.S. savings bank providing online and mobile banking and financial services, and Novocure, a cancer treatment company. From 1999 to 2011, Mr. Mylod held several roles with the Company, including Vice Chairman, Head of Worldwide Strategy and Planning, and Chief Financial Officer. Prior to joining the Company, Mr. Mylod was a Principal at Stonington Partners, a private equity investment firm. Mr. Mylod received an A.B. in English from the University of Michigan and an M.B.A. from the University of Chicago Graduate School of Business.

The Priceline Group Inc. (the "Company") adopted a new form of performance share unit agreement (the "Form PSU Agreement") under the Company's 1999 Omnibus Plan (the "Plan") with respect to 2017 performance share unit awards to its named executive officers. The Form PSU Agreement provides for the grant of performance share units to named executive officers, which generally vest at the end of three years of service but only result in the issuance of shares if the Company achieves a specified threshold of Cumulative Consolidated Adjusted EBITDA (as defined in the Form PSU Agreement).

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers On December 15, 2016, the Board of Directors (the "Board") of The Priceline Group Inc. (the "Company") appointed Glenn D. Fogel, the Company's Head of Worldwide Strategy and Planning and Executive Vice President, Corporate Development, as its Chief Executive Officer and President, effective as of January 1, 2017. The Board also increased the number of directors constituting the full Board to eleven and appointed Mr. Fogel to the Board, effective January 1, 2017. Mr. Fogel, age 54, has served as the Company's Head of Worldwide Strategy and Planning since November 2010 and as Executive Vice President, Corporate Development since March 2009. In these roles, he has been responsible for the Company's worldwide mergers, acquisitions and strategic alliances. Mr.

On May 19, 2016, the Company entered into an employment letter agreement with Jeffery H. Boyd in connection with his appointment as Interim Chief Executive Officer and President of the Company ("Interim CEO"). The letter agreement provides that Mr. Boyd will: receive an annual base salary of $550,000; be entitled to participate in all employee benefit plans provided to other senior executives of the Company (other than the Company's long-term incentive compensation plan for 2016 or 2017); and be eligible to receive a target annual bonus for 2016 in an amount equal to 200% of base salary, pro-rated based on the number of days he serves as Interim CEO during 2016. In addition, the letter agreement provides that Mr.

On April 27, 2016, the Board of Directors (the “Board”) of The Priceline Group Inc. (the “Company”) appointed former CEO and current Chairman Jeffery H. Boyd as Interim Chief Executive Officer and President, effective immediately, while the Board conducts a search to name a successor. The appointment followed the resignation of Darren Huston as President and Chief Executive Officer and as a Director. The Board has established a committee, to be chaired by Mr. James M. Guyette, Lead Independent Director, to identify Chief Executive Officer candidates. The Company also announced that current Booking.com President and Chief Operating Officer Gillian Tans has been named as Chief Executive Officer of Booking.com, a Priceline Group subsidiary, replacing Mr. Huston who also served as Chief Executive Officer of that business unit. Mr.

Howard W. ("Skip") Barker, Jr. has informed The Priceline Group Inc. (the "Company") that he has decided to retire from the Company's Board of Directors, effective as of the Company's upcoming annual meeting of stockholders to be held on June 2, 2016 (the "Annual Meeting"), and therefore he will not stand for re-election to the Board. The Company and its Board of Directors express their appreciation to Mr. Barker for his years of dedicated service on the Board and his exceptional leadership as chairman of the Audit Committee. The Board has appointed Mr. Charles H. Noski, a current director and member of the Audit Committee, to serve as chairman of the Audit Committee, effective as of the Annual Meeting.

On March 4, 2016, The Priceline Group Inc. (the "Company") first used a new form of performance share unit agreement (the "Form PSU Agreement") under the Company's 1999 Omnibus Plan (the "Plan") with respect to 2016 performance share unit awards to its named executive officers. The Form PSU Agreement provides for the grant of performance share units to named executive officers, which generally vest at the end of three years of service but only result in the issuance of shares if the Company achieves a specified threshold of Cumulative Consolidated Adjusted EBITDA (as defined in the Form PSU Agreement).