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EX-3.1 - CERTIFICATE OF AMENDMENT TO BYLAWS - Booking Holdings Inc.certificateofamendmentbyla.htm


 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 27, 2012
 
priceline.com Incorporated
(Exact name of registrant as specified in its charter)
 
Delaware
0-25581
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)
 
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:
 
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 27, 2012, the Board of Directors of the Company approved an amendment to the Company’s Bylaws, to take immediate effect, eliminating the exclusive forum provision in Article VIII of the Bylaws, which had provided that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. Pursuant to the amendment, existing Article VIII, "Forum For Adjudication of Disputes," was deleted in its entirety and existing Article IX, "Amendments," was renumbered as Article VIII.

A copy of the Certificate of Amendment to the Bylaws of the Company is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits
3.1
 
Certificate of Amendment to the Bylaws of priceline.com Incorporated.











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.
 
 
 
PRICELINE.COM INCORPORATED
 
 
 
 
 
By:
/s/ Daniel J. Finnegan
 
 
Name:
Daniel J. Finnegan
 
 
Title:
Chief Financial Officer
 
 
 
 
 
 
 
 
Date: March 28, 2012
 
 
 





EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
3.1

 
Certificate of Amendment to the Bylaws of priceline.com Incorporated.