Form 8-K - Current report

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) December 18, 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

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

3.250% Senior Notes Due 2032

BKNG 32A

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

3.750% Senior Notes Due 2037

BKNG 37

The NASDAQ Stock Market LLC

4.000% Senior Notes Due 2044

BKNG 44

The NASDAQ Stock Market LLC

3.875% Senior Notes Due 2045

BKNG 45

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"), the Company entered into a letter agreement dated February 23, 2023 with David I. Goulden, the Company’s previous chief financial officer, as amended by the letter agreement amendment dated April 4, 2024 (together, the "Letter Agreement"), which set forth the terms and conditions of Mr. Goulden's continued service to the Company.

On December 18, 2024, the Company and Mr. Goulden entered into an additional letter agreement, which supplements the Letter Agreement (the "Additional Letter Agreement") and provides that Mr. Goulden’s part-time employment as Executive Vice President of Finance will extend from January 1, 2025 to March 31, 2025 (the "Additional Period").

The Additional Letter Agreement further provides that Mr. Goulden will receive a base salary of $315,000 (on an annualized basis) during the Additional Period and that Mr. Goulden’s outstanding equity awards will not be eligible to vest following the Additional Period.

The above summary is qualified by reference to the Additional Letter Agreement, 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

Additional Letter Agreement, dated December 18, 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: December 18, 2024

EXHIBIT 99.1

December 18, 2024

Mr. David I. Goulden

c/o Booking Holdings Inc.

800 Connecticut Avenue

Norwalk, CT 06854

Dear David:

This letter agreement sets forth the terms and conditions of your “Additional Period,” pursuant to Section 1(3) of 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”), as amended by the letter agreement between you and the Company dated April 4, 2024 (the “April 2024 Letter Agreement”). Capitalized terms that are used but not defined in this letter have the meaning set forth in the February 2023 Letter Agreement or April 2024 Letter Agreement, as applicable.

Provided you remain employed through December 31, 2024, your Additional Period will commence January 1, 2025 and end March 31, 2025. During the Additional Period:

●You will have the title of Executive Vice President of Finance and report to the CEO of the Company.

●You will continue to receive a base salary at the annual rate of $315,000, payable in installments in accordance with the regular payroll practices of the Company.

●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.

●Your duties will include, but not be limited to, those duties listed on Appendix A to the February 2023 Letter Agreement, as amended by the April 2024 Letter Agreement, and any additional tasks that are reasonably requested by the CEO. Your work may continue to be done in a flexible manner consistent with current practice.

●The Employment Agreement, the February 2023 Letter Agreement, and the April 2024 Letter Agreement shall remain in full force and effect.

You will not be eligible to receive any cash bonus, whether pursuant to the Company’s Annual Bonus Plan or otherwise, in respect of any period after December 31, 2024, and any of your equity awards that are unvested as of your voluntary termination of employment on the last day of the Additional Period will be forfeited. You and the Company agree that no equity awards will be eligible to vest after the last day of the Additional Period, regardless of any service you may perform in any capacity for the Company or its subsidiaries or affiliates, notwithstanding anything in the Booking Holdings Inc. 1999 Omnibus Plan or applicable award agreements to the contrary. However, for the avoidance of doubt, the portion of your Performance Share Unit award granted in 2023 for which the service vesting condition has been satisfied as of the last day of the Additional Period will vest, subject to satisfaction of the applicable performance criteria, and will be settled, pursuant to the terms of such award, in March 2026.

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

422580280-v4\NA_DMS

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

CEO, Booking Holdings Inc.

Acknowledged and Accepted:

/s/ David I. Goulden

David I. Goulden

Date: 12/18/2024

422580280-v4\NA_DMS

Document and Entity Information	Dec. 18, 2024
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 18, 2024
Entity Registrant Name	Booking Holdings Inc.
Entity Central Index Key	0001075531
Entity Incorporation, State or Country Code	DE
Entity File Number	1-36691
Entity Tax Identification Number	06-1528493
Entity Address, Address Line One	800 Connecticut Avenue
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06854
City Area Code	203
Local Phone Number	299-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock par value $0.008 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock par value $0.008 per share
Trading Symbol	BKNG
Security Exchange Name	NASDAQ
0.100% Senior Notes Due 2025
Entity Information [Line Items]
Title of 12(b) Security	0.100% Senior Notes Due 2025
Trading Symbol	BKNG 25
Security Exchange Name	NASDAQ
4.000% Senior Notes Due 2026
Entity Information [Line Items]
Title of 12(b) Security	4.000% Senior Notes Due 2026
Trading Symbol	BKNG 26
Security Exchange Name	NASDAQ
1.800% Senior Notes Due 2027
Entity Information [Line Items]
Title of 12(b) Security	1.800% Senior Notes Due 2027
Trading Symbol	BKNG 27
Security Exchange Name	NASDAQ
0.500% Senior Notes Due 2028
Entity Information [Line Items]
Title of 12(b) Security	0.500% Senior Notes Due 2028
Trading Symbol	BKNG 28
Security Exchange Name	NASDAQ
3.625% Senior Notes Due 2028
Entity Information [Line Items]
Title of 12(b) Security	3.625% Senior Notes Due 2028
Trading Symbol	BKNG 28A
Security Exchange Name	NASDAQ
4.250% Senior Notes Due 2029
Entity Information [Line Items]
Title of 12(b) Security	4.250% Senior Notes Due 2029
Trading Symbol	BKNG 29
Security Exchange Name	NASDAQ
3.500% Senior Notes Due 2029
Entity Information [Line Items]
Title of 12(b) Security	3.500% Senior Notes Due 2029
Trading Symbol	BKNG 29A
Security Exchange Name	NASDAQ
4.500% Senior Notes Due 2031
Entity Information [Line Items]
Title of 12(b) Security	4.500% Senior Notes Due 2031
Trading Symbol	BKNG 31
Security Exchange Name	NASDAQ
3.625% Senior Notes Due 2032
Entity Information [Line Items]
Title of 12(b) Security	3.625% Senior Notes Due 2032
Trading Symbol	BKNG 32
Security Exchange Name	NASDAQ
4.125% Senior Notes Due 2033
Entity Information [Line Items]
Title of 12(b) Security	4.125% Senior Notes Due 2033
Trading Symbol	BKNG 33
Security Exchange Name	NASDAQ
4.750% Senior Notes Due 2034
Entity Information [Line Items]
Title of 12(b) Security	4.750% Senior Notes Due 2034
Trading Symbol	BKNG 34
Security Exchange Name	NASDAQ
3.750% Senior Notes Due 2036
Entity Information [Line Items]
Title of 12(b) Security	3.750% Senior Notes Due 2036
Trading Symbol	BKNG 36
Security Exchange Name	NASDAQ
4.000% Senior Notes Due 2044
Entity Information [Line Items]
Title of 12(b) Security	4.000% Senior Notes Due 2044
Trading Symbol	BKNG 44
Security Exchange Name	NASDAQ
3.250% Senior Notes Due 2032
Entity Information [Line Items]
Title of 12(b) Security	3.250% Senior Notes Due 2032
Trading Symbol	BKNG 32A
Security Exchange Name	NASDAQ
3.750% Senior Notes Due 2037
Entity Information [Line Items]
Title of 12(b) Security	3.750% Senior Notes Due 2037
Trading Symbol	BKNG 37
Security Exchange Name	NASDAQ
3.875% Senior Notes Due March 2045
Entity Information [Line Items]
Title of 12(b) Security	3.875% Senior Notes Due 2045
Trading Symbol	BKNG 45
Security Exchange Name	NASDAQ