Booking Holdings Inc. (Form: 8-K, Received: 04/05/2024 16:07:00)

UNITED STATES

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) April 4, 2024

Booking Holdings 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 executive offices)

(zip code)

Registrant's telephone number, including area code: (203) 299-8000

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading Symbol

Name of Each Exchange on which Registered:

Common Stock par value $0.008 per share

BKNG

The NASDAQ Global Select Market

2.375% Senior Notes Due 2024

BKNG 24

The NASDAQ Stock Market LLC

0.100% Senior Notes Due 2025

BKNG 25

The NASDAQ Stock Market LLC

4.000% Senior Notes Due 2026

BKNG 26

The NASDAQ Stock Market LLC

1.800% Senior Notes Due 2027

BKNG 27

The NASDAQ Stock Market LLC

0.500% Senior Notes Due 2028

BKNG 28

The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2028

BKNG 28A

The NASDAQ Stock Market LLC

4.250% Senior Notes Due 2029

BKNG 29

The NASDAQ Stock Market LLC

3.500% Senior Notes Due 2029

BKNG 29A

The NASDAQ Stock Market LLC

4.500% Senior Notes Due 2031

BKNG 31

The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2032

BKNG 32

The NASDAQ Stock Market LLC

4.125% Senior Notes Due 2033

BKNG 33

The NASDAQ Stock Market LLC

4.750% Senior Notes Due 2034

BKNG 34

The NASDAQ Stock Market LLC

3.750% Senior Notes Due 2036

BKNG 36

The NASDAQ Stock Market LLC

4.000% Senior Notes Due 2044

BKNG 44

The NASDAQ Stock Market LLC

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported by Booking Holdings Inc. (the "Company") in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, the Company has appointed Ewout L. Steenbergen as its Executive Vice President and Chief Financial Officer effective as of March 15, 2024. As of Mr. Steenbergen's commencement of employment, David I. Goulden no longer serves as the Company's Chief Financial Officer.

On April 4, 2024, the Company and Mr. Goulden entered into a letter agreement (the "Letter Agreement Amendment") to amend their previous letter agreement dated February 23, 2023. This Letter Agreement Amendment supersedes a prior letter agreement amendment dated as of January 18, 2024, which was previously filed with the Commission on January 19, 2024. The Letter Agreement Amendment, among other things:

(i) provides that Mr. Goulden will continue in employment as Executive Vice President of Finance, on a full-time basis, through May 31, 2024, rather than through March 4, 2024, to assist in Mr. Steenbergen’s transition (the “Subsequent Employment Period”);

(ii) provides that Mr. Goulden will continue in employment on a part-time basis from June 1, 2024 through December 31, 2024 (the “Part-Time Employment Period”); and

(iii) adjusts the period during which Mr. Goulden may subsequently serve the Company in a different role to commence on January 1, 2025.

The Letter Agreement Amendment provides that Mr. Goulden will continue to receive a base salary of $630,000 during the Subsequent Employment Period and will receive a base salary of $315,000 during the Part-Time Employment Period. Mr. Goulden will also be eligible for a cash bonus under the Company’s Amended and Restated Annual Bonus Plan for the year ending December 31, 2024, at the target bonus level that applied to him while he served as Chief Financial Officer, as applied to his base salary actually earned in 2024.

The above description of the Letter Agreement Amendment is a summary and is qualified by reference to the Letter Agreement Amendment, which is filed as Exhibit 99.1 to this Current Report on Form 8-K, and which is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number

Description

99.1

Letter Agreement Amendment, dated April 4, 2024 by and between the Company and David I. Goulden.

104

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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.


BOOKING HOLDINGS INC.


By:	/s/ Peter J. Millones
	Name:	Peter J. Millones
	Title:	Executive Vice President and General Counsel

Date: April 5, 2024

April 3, 2024

Mr. David I. Goulden

c/o Booking Holdings Inc.

800 Connecticut Avenue

Norwalk, CT 06854

Dear David:

This letter agreement serves to amend the letter agreement between you and Booking Holdings Inc. (including all predecessors and successors, including The Priceline Group Inc., the “Company”), dated February 23, 2023 (the “February 2023 Letter Agreement”), which sets forth the terms and conditions related to your transition from employment as Executive Vice President and Chief Financial Officer of the Company, and it supersedes the letter agreement between you and the Company dated January 18, 2024. Capitalized terms that are used but not defined in this letter have the meaning set forth in the February 2023 Letter Agreement.

Section 1(1) of the February 2023 Letter Agreement will be deleted and replaced in its entirety with the following:

(1) Initial Employment Period. From February 23, 2023 (the “Effective Date”) until a new Chief Financial Officer of the Company (the “Incoming CFO”) began employment with the Company (the “Initial Employment Period”), you remained a full-time employee of the Company and continued to serve as Chief Financial Officer of the Company, with your resignation as Chief Financial Officer being effective as of immediately prior to the commencement of employment of the Incoming CFO. The Employment Agreement remained in effect during the Initial Employment Period.

Section 1(2) of the February 2023 Letter Agreement will be deleted and replaced in its entirety with the following:

(2) Subsequent Employment Period and Part-Time Employment Period. From the last day of the Initial Employment Period through May 31, 2024 (the “Subsequent Employment Period”), you will be employed by the Company on a full-time basis. Provided that you remain employed through the end of the Subsequent Employment Period, from June 1, 2024 through December 31, 2024 (the “Part-Time Employment Period”), you will be employed by the Company on a part-time basis and you will be expected to work at least approximately 25 hours per week (other than vacations, holidays and other time off in accordance with Company policies), as mutually agreed upon by you and the Company. During the Subsequent Employment Period and the Part-Time Employment Period, you will have the title of Executive Vice President of Finance and report to the Chief Executive Officer of the Company (“CEO”). In addition, during the Subsequent Employment Period and the Part-Time Employment Period, your duties will include, but not be limited to, those duties listed on Appendix A hereto, and any additional tasks that are reasonably requested by the CEO. In either case, your work may continue to be done in a flexible manner consistent with current practice. The Employment Agreement, as modified herein, shall remain in effect during the Subsequent Employment Period and the Part-Time Employment Period; provided, however, that you acknowledge and agree that the change in your position, duties, and responsibilities effective as of the beginning of the Subsequent Employment Period or the Part-Time Employment Period will not constitute “Good Reason” under the Employment Agreement or under the Performance Share Unit Agreements dated March 4, 2022 and March 4, 2023, respectively, the Restricted Stock Unit Agreements dated March 4, 2022 and March 4, 2023,

respectively, or any other outstanding equity award agreement, between you and the Company or any of its affiliates.

Section 1(3) of the February 2023 Letter Agreement will be deleted and replaced in its entirety with the following:

(3) Additional Period. Provided that you remain employed through the end of the Part-Time Employment Period, on January 1, 2025, you will voluntarily transition to providing such services and in such status as shall be mutually agreed upon by you and the CEO on a mutually agreed upon schedule and time commitment (the “Services”) for such period as mutually agreed by you and the CEO (the “Additional Period”). You acknowledge and agree that the change in your position, duties, and responsibilities effective as of the beginning of the Additional Period will not constitute “Good Reason” under the Employment Agreement (to the extent it may remain in effect during the Additional Period) or under the Performance Share Unit Agreements dated March 4, 2022 and March 4, 2023, respectively, the Restricted Stock Unit Agreements dated March 4, 2022 and March 4, 2023, respectively, or any other outstanding equity award agreement, between you and the Company or any of its affiliates.

Section 2 and 2(a) of the February 2023 Letter Agreement will be deleted and replaced in its entirety with the following:

2. Compensation and Benefits. The Company will compensate you for your services during the Initial Employment Period, the Subsequent Employment Period, the Part-Time Employment Period, and the Additional Period as follows:

(a)Base Compensation; Fee.

(1) Initial Employment Period, Subsequent Employment Period, and Part-Time Employment Period. During the Initial Employment Period and Subsequent Employment Period, you will continue to receive a base salary at the annual rate of $630,000. During the Part-Time Employment Period, you will receive a base salary at the annual rate of $315,000. Your base salary shall be payable in installments in accordance with the regular payroll practices of the Company.

(2) Additional Period. During the Additional Period, you will receive such compensation or fees as may be mutually agreed between you and the CEO based upon the scope of responsibilities and time commitment.

Section 2(b)(2) of the February 2023 Letter Agreement will be deleted and replaced in its entirety with the following:

(b) Annual Bonus.

(2) You will be eligible to receive a cash bonus for the 2024 calendar year pursuant to the terms and conditions of the Company’s Annual Bonus Plan, at the target bonus level that applied to you during the Initial Employment Period as applied to your base salary actually earned in 2024. To the extent that the Company’s Annual Bonus Plan requires you to be an employee of the Company on the date the 2024 bonus is paid by the Company, the Company agrees to treat your performance of services for the Company in such other role as mutually agreed by you and the CEO pursuant to the “Additional Period” provisions in Section 1(3) above as satisfying such employment requirement.

In Section 2(c), Section 2(e) and Section 3 of the February 2023 Letter Agreement, references to the “Subsequent Employment Period” will be deemed to include the “Part-Time Employment Period.” In Section 3 of the February 2023 Letter Agreement, the reference to “the proviso in Section 1(b) above” shall be revised to “the proviso in Section 1(2) and Section 1(3) above”.

Section 4 of the February 2023 Letter Agreement will be deleted and replaced in its entirety with the following:

4. Affirmation of Confidentiality, Non-Competition and Non-Solicitation Obligations and Incentive-Based Compensation Clawback Policy. You acknowledge that (a) the Employee Confidentiality and Assignment Agreement, dated January 19, 2018 and effective March 1, 2018, between you and the Company (the “Employee Agreement”) and the Non-Competition and Non-Solicitation Agreement, dated March 1, 2018, between you and the Company (the “Non-Competition Agreement”), (b) your consent, dated January 20, 2018, to the Company’s Incentive-Based Compensation Clawback Policy (“Consent”), and (c) your acknowledgment, dated November 30, 2023, of the Company’s Financial Restatement Recovery Policy (“Clawback Acknowledgment”) remain in effect in accordance with their terms during the Initial Employment Period, the Subsequent Employment Period, the Part-Time Employment Period, and the Additional Period.

Section 11 of the February 2023 Letter Agreement will be deleted and replaced in its entirety with the following:

11. Complete Agreement. This letter agreement in conjunction with the Employment Agreement, the Employee Agreement, the Non-Competition Agreement, the Consent, and the Clawback Acknowledgment contain the entire understanding of the parties with respect to your employment with, or provision of services to, the Company during the Initial Employment Period, the Subsequent Employment Period, the Part-Time Employment Period, and the Additional Period.

Appendix A of the February 2023 Letter Agreement will be deleted and replaced in its entirety with the following:

Your duties will include the following:

●During the Subsequent Employment Period and the Part-Time Employment Period:

oParticipating in any discussions with stockholders, significant stakeholders, or potential investors to introduce the Incoming CFO and transition investor relations responsibilities; and

oAssisting the Incoming CFO with the first quarter Form 10-Q and earnings announcement transition;

oContinued involvement in cross-company projects as agreed with the CEO; and

oCooperating with the Company and its counsel in preparation for any litigation, including, if necessary, testifying before any judge or other person or body.

Except as expressly modified by this letter agreement, the February 2023 Letter Agreement shall remain in full force and effect.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflict of laws. All disputes and controversies arising under or in connection with this letter agreement shall be resolved in accordance with the dispute resolution provisions of Section 16 of the Employment Agreement.

This letter agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

If you agree with the foregoing, please sign and date the enclosed copy of this letter agreement in the space indicated below.

Warm regards,

/s/ Glenn Fogel

Glenn Fogel

Acknowledged and Accepted:

/s/ David I. Goulden

David I. Goulden

Date: 4/4/2024