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 7, 2012
priceline.com Incorporated
(Exact name of registrant as specified in its charter)
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Delaware |
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0-25581 |
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06-1528493 |
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(State or other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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800 Connecticut Avenue, Norwalk, Connecticut |
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06854 |
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(Address of principal office) |
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(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 annual meeting of stockholders of priceline.com Incorporated (the “Company”), was held on June 7, 2012, in Rye Brook, NewYork.
The stockholders of the Company elected all of the Company’s nominees for director, until the next annual meeting of stockholders or until their respective successors are elected and qualified, based upon the following votes:
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Votes Cast For |
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Votes Cast Against |
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Nominee |
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Number |
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Number |
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Broker Non-Votes |
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Jeffery H. Boyd |
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40,742,322 |
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411,835 |
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2,159,041 |
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Ralph M. Bahna |
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40,368,737 |
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785,420 |
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2,159,041 |
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Howard W. Barker, Jr. |
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40,865,344 |
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288,813 |
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2,159,041 |
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Jan L. Docter |
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40,901,818 |
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252,339 |
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2,159,041 |
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Jeffrey E. Epstein |
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40,458,374 |
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695,783 |
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2,159,041 |
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James M. Guyette |
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40,122,536 |
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1,031,621 |
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2,159,041 |
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Nancy B. Peretsman |
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40,865,171 |
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288,986 |
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2,159,041 |
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Craig W. Rydin |
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40,598,650 |
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555,507 |
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2,159,041 |
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The stockholders of the Company ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, based upon the following votes:
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Votes for approval: |
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42,962,767 |
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Votes against: |
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331,491 |
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Abstentions: |
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18,940 |
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Broker non-votes: |
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0 |
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The stockholders of the Company approved on an advisory basis the compensation of the Company’s named executive officers based upon the following votes:
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Votes for approval: |
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40,045,508 |
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Votes against: |
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1,068,937 |
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Abstentions: |
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39,712 |
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Broker non-votes: |
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2,159,041 |
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A stockholder proposal regarding stockholder action by written consent was not approved based upon the following votes:
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Votes for approval: |
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18,940,386 |
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Votes against: |
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22,144,071 |
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Abstentions: |
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69,700 |
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Broker non-votes: |
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2,159,041 |
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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.
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PRICELINE.COM INCORPORATED | ||
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By: |
/s/ Daniel J. Finnegan | |
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Name: |
Daniel J. Finnegan |
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Title: |
Chief Financial Officer |
Date: June 7, 2012