The Priceline Group Inc. (NASDAQ:PCLN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; 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. Fogel joined the Company in February 2000. Prior
to that, he was a trader at a global asset management firm and
prior to that, was an investment banker specializing in the air
transportation industry.
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. Fogel joined the Company in February 2000. Prior
to that, he was a trader at a global asset management firm and
prior to that, was an investment banker specializing in the air
transportation industry.
In connection with Mr. Fogel’s appointment as the Company’s
Chief Executive Officer and President, he and the Company entered
into an employment agreement (the “Employment Agreement”) with,
among others, the following terms:
Chief Executive Officer and President, he and the Company entered
into an employment agreement (the “Employment Agreement”) with,
among others, the following terms:
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an initial annual base salary of $750,000;
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a target annual bonus of 250% of base salary;
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a grant of restricted stock units on March 4, 2017 for a
number of shares with a grant date fair value (as determined under the Company’s 1999 Omnibus Plan and its standard grant practices) of $7,000,000; |
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a grant of performance share units on March 4, 2017 for a
number of shares with a grant date fair value (as determined under the Company’s 1999 Omnibus Plan and its standard grant practices) at target of $14,000,000; and |
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in the event of his termination without Cause or his
resignation for Good Reason (each as defined in the Employment Agreement), severance benefits including payments equal to two times his base salary and target annual bonus (three times if the termination occurs within 12 months after a Change of Control (as defined in the Employment Agreement) or, under certain circumstances, within 6 months prior to a Change of Control), a pro rated portion of any earned bonus for the year of termination and any earned bonus for a prior completed year that has not yet been paid. |
Mr. Fogel’s RSU award and PSU award will vest upon completion of
three years of continuous service from the date of grant, subject
to pro rata vesting upon a termination without Cause or a
resignation for Good Reason. The awards will be subject to the
other terms of the respective award agreements. The specific
terms of the PSU award have not yet been determined, but are
expected to be substantially similar to prior PSU awards granted
by the Company to Group executive officers.
three years of continuous service from the date of grant, subject
to pro rata vesting upon a termination without Cause or a
resignation for Good Reason. The awards will be subject to the
other terms of the respective award agreements. The specific
terms of the PSU award have not yet been determined, but are
expected to be substantially similar to prior PSU awards granted
by the Company to Group executive officers.
The foregoing summary of the Employment Agreement is qualified in
its entirety by reference to the agreement itself, which is
attached to this Current Report as Exhibit 99.1 and which is
incorporated by reference into this Item 5.02.
its entirety by reference to the agreement itself, which is
attached to this Current Report as Exhibit 99.1 and which is
incorporated by reference into this Item 5.02.
In connection with the Employment Agreement, the Company and Mr.
Fogel have also entered into a new Non-Competition and
Non-Solicitation Agreement and a new Employee Confidentiality and
Assignment Agreement, copies of which are attached to this
Current Report as Exhibits 99.2 and 99.3, respectively, and which
are incorporated by reference into this Item 5.02.
Fogel have also entered into a new Non-Competition and
Non-Solicitation Agreement and a new Employee Confidentiality and
Assignment Agreement, copies of which are attached to this
Current Report as Exhibits 99.2 and 99.3, respectively, and which
are incorporated by reference into this Item 5.02.
In addition, on December 15, 2016, the Board of Directors
designated Jeffery H. Boyd, the Company’s current Chairman of
the Board and Interim Chief Executive Officer and President, as
the Executive Chairman of the Board, effective January 1, 2017
for a term ending on the date of the Company’s 2018 annual
meeting of stockholders (subject to earlier termination by the
Board or Mr. Boyd). In his role as Executive Chairman, in
addition to the normal responsibilities of the Chairman of the
Board, Mr. Boyd will support the CEO transition and provide
counsel to the CEO on strategic, operational and organizational
issues and fulfill such other duties as reasonably agreed by him,
the Board and the Chief Executive Officer. In connection with Mr.
Boyd’s appointment as Executive Chairman of the Board, he and
the Company entered into a letter agreement (the “Executive
Chairman Agreement”) with, among others, the following terms:
designated Jeffery H. Boyd, the Company’s current Chairman of
the Board and Interim Chief Executive Officer and President, as
the Executive Chairman of the Board, effective January 1, 2017
for a term ending on the date of the Company’s 2018 annual
meeting of stockholders (subject to earlier termination by the
Board or Mr. Boyd). In his role as Executive Chairman, in
addition to the normal responsibilities of the Chairman of the
Board, Mr. Boyd will support the CEO transition and provide
counsel to the CEO on strategic, operational and organizational
issues and fulfill such other duties as reasonably agreed by him,
the Board and the Chief Executive Officer. In connection with Mr.
Boyd’s appointment as Executive Chairman of the Board, he and
the Company entered into a letter agreement (the “Executive
Chairman Agreement”) with, among others, the following terms:
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an annual salary of $150,000; and
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a grant of restricted stock units on March 4, 2017 for a
number of shares with a grant date fair value (as determined under the Company’s 1999 Omnibus Plan and its standard grant practices) of $5,000,000. |
Mr. Boyd’s RSU award will vest, subject to continuous service as
Executive Chairman, immediately prior to the Company’s 2018
annual meeting of stockholders, subject to pro rata vesting from
January 1, 2017 in the event his service as Executive Chairman is
terminated by the Board or by Mr. Boyd (except in the case of a
termination involving Cause (as defined in the Executive Chairman
Agreement) in which case the RSU award will not vest). The award
will be subject to the other terms if the award agreement.
Executive Chairman, immediately prior to the Company’s 2018
annual meeting of stockholders, subject to pro rata vesting from
January 1, 2017 in the event his service as Executive Chairman is
terminated by the Board or by Mr. Boyd (except in the case of a
termination involving Cause (as defined in the Executive Chairman
Agreement) in which case the RSU award will not vest). The award
will be subject to the other terms if the award agreement.
The foregoing summary of the Executive Chairman Agreement is
qualified in its entirety by reference to the agreement itself,
qualified in its entirety by reference to the agreement itself,
which is attached to this Current Report as Exhibit 99.4 and
which is incorporated by reference into this Item 5.02.
which is incorporated by reference into this Item 5.02.
Item 7.01. Regulation FD Disclosure
A copy of the press release announcing the matters referenced in
Item 5.02 is furnished with this Current Report as Exhibit 99.5.
Item 5.02 is furnished with this Current Report as Exhibit 99.5.
The information furnished herewith 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.
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
99.1 Employment Agreement, dated December 15, 2016, between the
Company and Glenn D. Fogel
Company and Glenn D. Fogel
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99.2
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Non-Competition and Non-Solicitation Agreement, dated
December 15, 2016, between the Company and Glenn D. Fogel |
99.3 Employee Confidentiality and Assignment Agreement
99.4 Letter Agreement, dated December 15, 2016, between the
Company and Jeffery H. Boyd
Company and Jeffery H. Boyd
99.5 Press Release dated December 15, 2016
About The Priceline Group Inc. (NASDAQ:PCLN)
The Priceline Group Inc. is a provider of travel and restaurant reservation and related services. The Company, through its online travel companies (OTCs), connects consumers wishing to make travel reservations with providers of travel services across the world. It offers consumers an array of accommodation reservations (including hotels, bed and breakfasts, hostels, apartments, vacation rentals and other properties) through its Booking.com, priceline.com and agoda.com brands. Its priceline.com brand also offers consumers reservations for rental cars, airline tickets, vacation packages and cruises. The Company offers rental car reservations across the world through rentalcars.com. The Company provides restaurants with reservation management services and consumers with the ability to make restaurant reservations at participating restaurants through OpenTable, Inc. (OpenTable), a provider of online restaurant reservations. The Priceline Group Inc. (NASDAQ:PCLN) Recent Trading Information
The Priceline Group Inc. (NASDAQ:PCLN) closed its last trading session up +4.55 at 1,488.83 with 390,571 shares trading hands.