2015 Annual Meeting 8-K


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) June 4, 2015

The Priceline Group Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
1-36691
 
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 5.07.    Submission of Matters to a Vote of Security Holders.

The 2015 Annual Meeting of Stockholders of The Priceline Group Inc. (the "Company") was held on June 4, 2015 in New York, New York. The following proposals were voted on by the Company’s stockholders with the following results:

1.
The stockholders of the Company elected all of the Company’s nominees for election to the Board of Directors to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified. The votes were as follows:

Nominee
Votes For
Votes Withheld
Abstentions
Broker Non-Votes
Timothy M. Armstrong
42,802,263
689,432
—
2,741,582
Howard W. Barker, Jr.
42,622,097
869,598
—
2,741,582
Jeffery H. Boyd
42,935,114
556,581
—
2,741,582
Jan L. Docter
43,181,447
310,248
—
2,741,582
Jeffrey E. Epstein
42,952,336
539,359
—
2,741,582
James M. Guyette
42,293,788
1,197,907
—
2,741,582
Darren R. Huston
43,048,190
443,505
—
2,741,582
Charles H. Noski
43,188,568
303,127
—
2,741,582
Nancy B. Peretsman
42,841,080
650,615
—
2,741,582
Thomas E. Rothman
42,801,518
690,177
—
2,741,582
Craig W. Rydin
43,218,023
273,672
—
2,741,582

2.
A proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2015 was approved as follows:

Votes For:
45,932,586

 
Votes Against:
206,935

 
Abstentions:
93,756

 
Broker Non-Votes:
—

 

3.
A proposal to approve on an advisory basis the compensation paid by the Company to its named executive officers was approved as follows:

Votes For:
42,463,511
 
Votes Against:
927,093
 
Abstentions:
101,091
 
Broker Non-Votes:
2,741,582
 





4.
A non-binding stockholder proposal concerning stockholder action by written consent was not approved as follows:

Votes For:
16,499,524
 
Votes Against:
26,808,974
 
Abstentions:
183,197
 
Broker Non-Votes:
2,741,582
 

5.
A non-binding stockholder proposal concerning proxy access was approved as follows:

Votes For:
23,288,596
 
Votes Against:
20,103,340
 
Abstentions:
99,759
 
Broker Non-Votes:
2,741,582
 





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.


 
THE PRICELINE GROUP INC.
 
 
 
 
 
 
By:
/s/ Peter J. Millones
 
 
Name:
Peter J. Millones
 
 
Title:
Executive Vice President, General Counsel and Secretary


Date:  June 4, 2015