0001075531-16-000090.txt : 20160415 0001075531-16-000090.hdr.sgml : 20160415 20160415161043 ACCESSION NUMBER: 0001075531-16-000090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160415 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20160415 DATE AS OF CHANGE: 20160415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Priceline Group Inc. CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36691 FILM NUMBER: 161574590 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-299-8000 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 FORMER COMPANY: FORMER CONFORMED NAME: PRICELINE COM INC DATE OF NAME CHANGE: 19981221 8-K 1 a8-kdirectorretirement.htm 8-K 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) April 15, 2016
 
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Howard W. ("Skip") Barker, Jr. has informed The Priceline Group Inc. (the "Company") that he has decided to retire from the Company's Board of Directors, effective as of the Company's upcoming annual meeting of stockholders to be held on June 2, 2016 (the "Annual Meeting"), and therefore he will not stand for re-election to the Board. The Company and its Board of Directors express their appreciation to Mr. Barker for his years of dedicated service on the Board and his exceptional leadership as chairman of the Audit Committee.

The Board has appointed Mr. Charles H. Noski, a current director and member of the Audit Committee, to serve as chairman of the Audit Committee, effective as of the Annual Meeting.





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/ Peter J. Millones
 
 
Name: Peter J. Millones
 
 
Title: Executive Vice President, General Counsel and Secretary
 
 
Date:  April 15, 2016