~~Financial performance. 2012~~2014 Company Highlights

From an operating and financial perspective, 2014 was aanother very good year for the Company. The Company ~~grew its consolidated~~continued to grow faster than other leading global online travel companies during 2014, achieving a year-over-year increase in gross travel bookings (a common operating and statistical metric used in the travel industry representing the total U.S. Dollar value, generally inclusive of all taxes and fees, of all travel services purchased by ~~31.4%~~consumers through the Company's offerings) of 28.4%. In fact, as shown below, the Company's aggregate gross travel bookings over the last three years (2012-2014) increased by approximately 164% compared to its gross travel bookings over the prior three-year period. Based on room night reservations booked, the Company continues to be the largest online accommodation reservation service in the world.

The Company's business growth has resulted in significant earnings growth. The Company achieved a 29.2% year-over-year ~~and increased its~~increase in adjusted EBITDA ~~(a metric described in more detail in the~~(see ~~Compensation Discussion and Analysis~~Appendix A ~~section~~to this proxy statement for a reconciliation of ~~the proxy statement) by 30.6% year-over-year,~~adjusted EBITDA to GAAP net income) during 2014, growing its earnings faster than other leading global online travel ~~booking~~ companies. ~~A reconciliation~~The Company uses adjusted EBITDA as the primary measure for evaluating its performance and for determining performance-based compensation for its senior executives because it believes that adjusted EBITDA represents the performance of the Company's core business and its ability to create value for stockholders. Over the three-year period from 2012-2014, the Company has earned $8.1 billion of adjusted EBITDA ~~to GAAP net income is included in~~ and generated $7.0 billion of cash from operating activities, representing increases of approximately 174% and 166%, respectively, over the prior three-year period.~~Appendix A~~.

The Company believes ~~that this performance is~~strongly in pay for performance. As a result, the Company designs its compensation programs so that the base salaries of ~~many factors, most importantly actions taken by~~its executive officers are significantly under "market" and that the Company must outperform its competitors for its executive officers to achieve above-market compensation. See Compensation Discussion and Analysis beginning on page 20 for more information about the Company's ~~leadership, including Jeffery H. Boyd, Chairman, President~~compensation programs and Chief Executive Officer, and the leadership teams at Booking.com, priceline.com in the United States, Agoda.com and rentalcars.com, to continue the Company's geographic expansion and expansion of hotel supply around the world and to coordinate collaboration among the Company's different brands, all while maintaining the Company's industry-leading growth and operating margin.

~~Compensation Highlights.~~ philosophy. In light of the over-achievement by the Company of the ~~2012~~2014 adjusted EBITDA targets set forth in the Company's ~~2012~~2014 bonus plan, ~~Mr. Boyd~~Darren Huston, the Company's Chief Executive Officer, received a bonus of ~~$5.25~~$7.0 million for ~~2012.~~2014. In addition, in March ~~2012,~~2014, Mr. ~~Boyd~~Huston also received a grant of performance share units having a grant date fair value of approximately ~~$4.5~~$14.0 million. The performance share units vest over a three-year period, are forfeitable if the Company does not meet a cumulative three-year earnings target requiring growth in adjusted EBITDA and, if there is outstanding performance by the Company over the three-year period, could result in the issuance of up to two times the number of shares underlying the initial grant. Total ~~2012~~2014 compensation for the Company's other named executive officers ~~also~~ reflected the Company's outstanding performance as well as their individual accomplishments (see Compensation of Named Executive Officers - Summary Compensation Table on page 3034 for more details):

Name and Principal
Position
2012 Salary 2012 Stock Award 2012 "Bonus" All Other 2012 Comp Total 2012 Comp

Jeffery H. Boyd
Chief Executive Officer
$ 550,000
$ 4,499,707
$ 5,250,000
$ 7,824
$ 10,307,531
Daniel J. Finnegan
Chief Financial Officer
$ 315,000
$ 1,750,281
$ 1,000,000
$ 7,824
$ 3,073,105
Darren Huston
Chief Executive Officer, Booking.com
$ 462,952
$ 3,000,020
$ 4,000,000
$ 256,612
$ 7,719,584
Glenn D. Fogel
Executive Vice President
$ 315,000
$ 2,000,228
$ 1,000,000
$ 7,824
$ 3,323,052
Peter J. Millones
Executive Vice President and General Counsel
$ 330,000
$ 2,000,228
$ 1,000,000
$ 7,824
$ 3,338,052



Name and Principal Position	2014 Salary		2014 Stock Award		2014 Incentive Payment		All Other 2014 Comp		Total 2014 Comp

Darren R. Huston President and Chief Executive Officer; and Chief Executive Officer, Booking.com	$	750,000	$	14,000,667	$	7,000,000	$	215,427	$	21,966,094
Daniel J. Finnegan Chief Financial Officer	$	315,000	$	3,999,999	$	1,200,000	$	10,722	$	5,525,721
Glenn D. Fogel Executive Vice President, Corporate Development; and Head of Worldwide Strategy and Planning	$	315,000	$	3,999,999	$	1,200,000	$	9,065	$	5,524,064
Peter J. Millones Executive Vice President; General Counsel; and Secretary	$	330,000	$	3,999,999	$	1,200,000	$	10,928	$	5,540,927
Christopher L. Soder Chief Executive Officer, priceline.com	$	360,000	$	3,999,999	$	852,000	$	8,899	$	5,220,898

Annual Meeting Information Summary

Annual Meeting:


Time and Date:	10:00 a.m., local (Eastern) time, on Thursday, June 4, 2015.


Location:	The NASDAQ Market Site, 4 Times Square, New York, New York 10036. For more information about entry into the meeting, see How to Attend the Annual Meeting on page 3.


Record Date:	April 9, 2015.

Voting Procedures:

All stockholders are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy as promptly as possible to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose. Alternatively, you may vote by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card. Even if you have submitted your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name.

~~Stockholder Actions.~~Voting Matters. The following proposals will be voted upon at the Annual Meeting and are described in more detail in this proxy statement. The Board of Directors recommends that you vote as follows on each such proposal:

Election of Directors (Proposal 1). The Board of Directors recommends that you voteFOR each of the Board of Directors' nominees. For more information, see Proposal 1 Election of Directors on page 4.

Ratification of Independent Auditors (Proposal 2).. The Board of Directors recommends that you voteFOR ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, ~~2013.~~2015. For more information, see Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm on page 53.

Advisory Vote to Approve Executive Compensation (Proposal 3).. The Board of Directors recommends that you vote FOR the approval on an advisory basis of the Company's executive compensation. For more information, see

~~Amendments~~Proposal 3 Advisory Vote to ~~Equity Plan (Proposal 4). The Board of Directors recommends that you vote~~ ~~FOR~~Approve Executive Compensation ~~the approval of an~~ ~~amendment to the Company's 1999 Omnibus Plan to increase the number of shares authorized for issuance under the plan and certain other amendments to the plan.~~on page 56.

Stockholder Proposal (Proposal 5)4).. The Board of Directors recommends that you vote AGAINST the non-binding stockholder proposal ~~requesting that the~~concerning stockholder action by written consent. For more information, see Proposal 4 Stockholder Proposal Concerning Stockholder Action by Written Consent on page 57.

Stockholder Proposal (Proposal 5). The Board of Directors ~~adopt a policy limiting~~recommends that you vote AGAINST the ~~acceleration of vesting of equity awards to senior executives in the event of a change in control of the Company.~~non-binding stockholder proposal concerning proxy access. For more information, see Proposal 5 Stockholder Proposal Concerning Proxy Access on page 61.

~~PRICELINE.COM INCORPORATED~~

~~PROXY STATEMENT~~

TABLE OF CONTENTS



~~PROXY STATEMENT~~General	1
~~General~~	1
Voting Rights and Outstanding Shares; Approval	1
Revocability of Proxies	2
Internet Availability of Proxy Materials and Annual Report	2 3
Solicitation	3
How to Attend the Annual Meeting	3
~~PROPOSAL 1: ELECTION OF DIRECTORS~~ Proposal 1 Election of Directors	4
~~CORPORATE GOVERNANCE AND BOARD MATTERS~~ Corporate Governance and Board Matters	10
The Board of Directors	10
Corporate Governance	10
Committees of the Board of Directors	12 13
Leadership Structure	14 15
Board's Oversight of Risk	14 16
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~ Security Ownership of Certain Beneficial Owners and Management	16 17
Section 16(a) Beneficial Ownership Reporting Compliance	17 19
~~COMPENSATION DISCUSSION AND ANALYSIS~~ Compensation Discussion and Analysis	18 20
Summary Information	18 20
Executive Compensation Program Philosophy and Objectives	18 21
~~2012~~2014 Say-on-Pay Advisory Vote on Executive Compensation Results and Consideration	19 22
The Role of Management	19 22
The Role of the Compensation Consultant	20 23
Benchmarking	20 23
Components of Executive Compensation in ~~2012~~ 2014	21 24
~~Other~~Key Governance Matters	27 31
Compensation Committee Report	29 33
~~COMPENSATION OF NAMED EXECUTIVE OFFICERS~~ Compensation of Named Executive Officers	30 34
Summary Compensation Table	30 34
Grants of Plan-Based Awards Table	31 36
Outstanding Equity Awards at ~~2012~~2014 Fiscal Year-End Table	32 37
Option Exercises and Stock Vested Table	33 38
~~EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS~~ Employment Contracts, Termination of Employment and Change in Control Arrangements	34 39
~~POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL AND/OR TERMINATION~~ Potential Payments Upon a Change in Control and/or Termination	39 46
~~EQUITY COMPENSATION PLAN INFORMATION~~ Equity Compensation Plan Information	42 49
~~2012 NON-EMPLOYEE DIRECTOR COMPENSATION AND BENEFITS~~ 2014 Non-Employee Director Compensation and Benefits	42 49
~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~ Compensation Committee Interlocks and Insider Participation	44 52
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~ Certain Relationships and Related Transactions	44 52
~~PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~ Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm	45 53
~~REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS~~ Report of the Audit Committee of the Board of Directors	46 54
~~AUDITOR INDEPENDENCE~~ Auditor Independence	47 55
~~PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~ Proposal 3 Advisory Vote to Approve Executive Compensation	48 56
~~PROPOSAL 4: AMENDMENTS TO THE PRICELINE.COM INCORPORATED 1999 OMNIBUS PLAN~~ Proposal 4 Stockholder Proposal Concerning Stockholder Action by Written Consent	49 57
~~PROPOSAL 5: STOCKHOLDER PROPOSAL CONCERNING ACCELERATED VESTING OF EQUITY AWARDS IN A CHANGE IN CONTROL SITUATION~~ Proposal 5 Stockholder Proposal Concerning Proxy Access	58 61
~~2014 STOCKHOLDER PROPOSALS~~ 2016 Stockholder Proposals	61 65
~~OTHER MATTERS~~ Other Matters	61 65
~~DIRECTIONS~~ Appendix A - Unaudited Reconciliation of GAAP to Non-GAAP Financial Information	62 66
~~APPENDIX A - UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION~~	63
~~APPENDIX~~Appendix B - ~~AMENDED AND RESTATED PRICELINE.COM INCORPORATED 1999 OMNIBUS PLAN~~ Form of Proxy Card	65
~~APPENDIX C - FORM OF PROXY CARD~~ 68	77

~~priceline.com Incorporated~~The Priceline Group Inc.

800 Connecticut Avenue

Norwalk, Connecticut 06854

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE ~~6, 2013~~4, 2015

~~General~~

The enclosed proxy is solicited on behalf of the Board of Directors (the "Board") of ~~priceline.com Incorporated~~The Priceline Group Inc. (the "Company") for use at the Company's ~~2013~~2015 Annual Meeting of Stockholders to be held on Thursday, June ~~6, 2013,~~4, 2015, at 9:10:00 a.m. ~~Eastern (local)~~local (Eastern) time (the "Annual Meeting"), or at any adjournment or postponement of this meeting, for the purposes set forth in this proxy statement and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at ~~the Hyatt Regency Greenwich, 1800 E. Putnam Avenue, Old Greenwich, Connecticut 06870.~~The NASDAQ Market Site, 4 Times Square, New York, New York 10036. This proxy statement and the proxy card were made available on or about April ~~23, 2013~~22, 2015 to all stockholders entitled to vote at the Annual Meeting.

Voting Rights and Outstanding Shares; Approval

Only stockholders of record at the close of business on April ~~11, 2013~~9, 2015 will be entitled to notice of and to vote at the Annual Meeting. At the close of business on April ~~11, 2013, 50,060,195~~9, 2015, 51,834,908 shares of common stock were outstanding and entitled to vote. Each holder of record of common stock on April ~~11, 2013~~9, 2015 will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

The inspector of election appointed for the meeting will tabulate all votes and will separately tabulate affirmative and negative votes, abstentions and broker non-votes. A majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting, present either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Stockholders who are present at the Annual Meeting in person or by proxy and who abstain, and proxies relating to shares held by a broker on your behalf (that is, in "street name"), that are not voted (referred to as "broker non-votes") will be treated as present for purposes of determining whether a quorum is present.

For purposes of approving the matters to be voted upon at the Annual Meeting:

With respect to Proposal 1, the nominees for election to the Board who receive a majority of votes cast for the election of directors will be elected directors. With respect to the election of directors, a majority of votes cast means that the number of shares cast "for" a nominee's election exceeds the number of "withhold" votes for that nominee. With respect to Proposal 1, votes cast does not include abstentions or broker non-votes, and therefore, abstentions and broker non-votes will not affect the outcome of the vote.

With respect to Proposal 2, the ratification of the selection of Deloitte & Touche LLP to act as the Company's independent registered public accounting firm requires approval by a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 2, abstentions will have the same effect as a vote against the matter. Because brokers are entitled to vote on Proposal 2 without specific instructions from beneficial owners, there will be no broker non-votes on this matter. The Company's ~~By-laws~~By-Laws do not require that the stockholders ratify the selection of the Company's independent registered public accounting firm. However, the Company is submitting the selection of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate ~~practice.~~governance. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment

at any time during the year, if it determines that such a change would be in the best interests of the Company and its stockholders.

With respect to Proposal 3, the non-binding advisory vote to approve executive compensation will be considered approved by the affirmative vote of a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 3, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote. Although this vote is non-binding, the Board and the

Compensation Committee, which is comprised of independent directors, ~~expect to~~will take into account the outcome of the vote when considering future executive compensation decisions.

With respect to Proposal 4, the ~~amendment to the Company's 1999 Omnibus Plan to increase the number of shares authorized for issuance under the plan~~non-binding stockholder proposal concerning stockholder action by ~~2,400,000 shares and certain other amendments to the plan~~written consent will be considered approved by the affirmative vote of a majority of the shares present and entitled to vote on the matter. With respect to Proposal 4, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote.

With respect to Proposal 5, the non-binding stockholder proposal ~~requesting that the Board adopt a policy limiting the acceleration of vesting of equity awards granted to senior executives in the event of a change in control of the Company~~concerning proxy access will be considered approved by the affirmative vote of a majority of the ~~votes~~shares present and entitled to vote on the matter. With respect to Proposal 5, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote.

If your shares are held in "street name," and you do not instruct the broker as to how to vote these shares on Proposals 1, 3, 4 or 5, the broker may not exercise discretion to vote for or against those proposals. This would be a "broker non-vote" and these shares will not be counted as having been voted on the applicable proposal. With respect to Proposal 2, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction. Please instruct your bank or broker so your vote can be counted.

The Board of Directors recommends:

a vote FOR each of the Board's nominees;

a voteFOR ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm;

a vote FOR the approval on an advisory basis of the Company's executive compensation;

a vote ~~FOR~~AGAINST the ~~approval of an amendment to the Company's 1999 Omnibus Plan to increase the number of shares authorized for issuance under the plan~~non-binding stockholder proposal concerning stockholder action by ~~2,400,000 shares and certain other amendments to the plan;~~written consent; and

a vote AGAINST the non-binding stockholder proposal ~~requesting that the Board adopt a policy limiting the acceleration of vesting of equity awards granted to senior executives in the event of a change in control of the Company.~~concerning proxy access.

Revocability of Proxies

Any person giving a proxy in response to this solicitation has the power to revoke it at any time before it is voted. Proxies may be revoked by any of the following actions:

filing a written notice of revocation with the Company's Corporate Secretary at the Company's principal executive office (800 Connecticut Avenue, Norwalk, Connecticut 06854);

filing with the Company's Corporate Secretary at the Company's principal executive office (800 Connecticut Avenue, Norwalk, Connecticut 06854) a properly executed proxy showing a later date; or

attending the Annual Meeting and voting in person (attendance at the meeting will not, by itself, revoke a proxy). Please note that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name in order to vote at the meeting.

Internet Availability of Proxy Materials and Annual Report

A Notice Regarding the Availability of Proxy Materials, including this proxy statement, the form of proxy card or voting instruction form and the Company's ~~2013~~2015 Annual Report, was sent to the Company's stockholders on or about April ~~23, 2013.~~22, 2015. This proxy statement and the Company's ~~2013~~2015 Annual Report are also available inon the ~~Investor Relations section of the~~

Company's ~~priceline.com~~corporate website ~~(www.priceline.com)~~(www.pricelinegroup.com). In accordance with the rules of the Securities and Exchange Commission, the Company may deliver proxy materials for the ~~Company's 2014 annual meeting of stockholders~~Annual Meeting to you electronically, unless you specifically request a paper copy. Should the Company decide to deliver proxy materials electronically, before the Company's ~~2014~~2015 annual meeting of stockholders you will receive a notice in the mail which explains how to access the proxy materials over the Internet and also how to request a paper copy of the materials if you so choose.

Solicitation

The Company will pay for the entire cost of proxy solicitations, including preparation, assembly, printing and mailing of proxy solicitation materials. The Company will provide copies of solicitation materials to banks, brokerage houses, fiduciaries and custodians holding in their names shares of Company common stock beneficially owned by others to forward these materials to the beneficial owners of common stock. The Company may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials. Directors, officers or other regular employees of the Company may also solicit proxies by telephone, ~~telegram~~in-person or ~~in-person.~~otherwise. The Company will not additionally compensate directors, officers or other regular employees for these services. The Company has engaged ~~Phoenix Advisors~~Innisfree M&A Incorporated to assist in the solicitation of proxies, and the Company currently expects to pay ~~Phoenix Advisors~~Innisfree approximately ~~$8,500~~$12,000 for its services, though the fees could be significantly more if the Company decides to use its services more extensively.

How to Attend the Annual Meeting

If you plan to attend the Annual Meeting, in accordance with the Company's security procedures, you will be asked to sign in and present a picture identification (e.g., a driver's license or passport) to enter the meeting. ~~Directions to~~You should plan on arriving early as the ~~Annual Meeting can~~meeting will start promptly at 10:00 a.m. The meeting will be ~~found~~located at The NASDAQ Market Site, 4 Times Square, New York, New York 10036. Please enter through the ~~end~~NASDAQ entrance on the corner of ~~this proxy statement.~~43rd Street and Broadway Avenue (shown in the photo below).

PROPOSAL 1

Election of Directors

The Board currently consists of ~~ten~~eleven directors, with no vacancies, and the term of all of the directors expires at the Annual Meeting. Mr. Ralph M. Bahna, a current member of the Board, is retiring from the Board effective as of the Annual Meeting and is therefore not standing for re-election. As a result, in accordance with the Company's By-laws and effective as of the Annual Meeting, the Board has fixed the number of directors constituting the entire Board at nine such that after the Annual Meeting the Board will be comprised of nine directors with no vacancies. The Board has proposed that the following ~~nine~~eleven nominees, each of whom is a current director of the Company, be elected to the Board at the Annual Meeting ~~each of whom will~~to hold office for a one-year term until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified: ~~Jeffery H. Boyd, Tim~~Timothy M. Armstrong, Howard W. Barker, Jr., Jeffery H. Boyd, Jan L. Docter, Jeffrey E. Epstein, James M. Guyette, Darren R. Huston, Charles H. Noski, Nancy B. Peretsman, Thomas E. Rothman and Craig W. Rydin. Unless otherwise instructed, it is the intention of the persons named as proxies on the accompanying proxy card to vote shares represented by properly executed proxies for such nominees. The proxies solicited by this proxy statement may not be voted for more than ~~nine~~eleven nominees.

The nominees for election to the Board who receive a majority of votes cast for the election of directors by the shares of common stock present and entitled to vote, in person or by proxy, shall be elected directors. In accordance with the Company's By-Laws and Corporate Governance Principles, if an incumbent director who is nominated for election to the Board in an uncontested election does not receive a majority of the votes cast for the election of directors, the director is required to tender his or her resignation promptly following the Annual Meeting; in which case, within 90 days following certification of the stockholder vote, the Nominating and Corporate Governance Committee will determine whether to recommend that the Board accept the director's resignation, and the Board will decide and act on the matter in its discretion. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to recommend or accept a director's resignation. In general, any director who tenders his or her resignation pursuant to the Corporate Governance Principles will not participate in the Nominating and Corporate Governance Committee recommendation or Board action regarding whether to accept the resignation offer. The Company will disclose promptly the Board's decision regarding whether to accept or reject the director's resignation offer and its rationale for such decision in a Current Report on Form 8-K. Nominees receiving a majority of votes cast by the shares of common stock present at the Annual Meeting shall be elected to the Board. With respect to the election of directors, a majority of votes cast means that the number of shares cast "for" a nominee's election exceeds the number of "withhold" votes for that nominee. With respect to Proposal 1, votes cast does not include abstentions or broker non-votes, and therefore, abstentions and broker non-votes will not affect the outcome of the vote. Holders of common stock may not cumulate their votes in the election of directors.

Although the Board anticipates that the ~~nine~~eleven nominees will be available to serve as directors of the Company, if any of them should be unwilling or unable to serve, it is intended that the proxies will be voted for the election of such substitute nominee or nominees as may be designated by the Board. If elected at the Annual Meeting, each of the nominees would serve a one-year term until the ~~2014~~2016 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected. The Company has no reason to believe that any nominee will be unable to serve.

The Board of Directors recommends a vote FOR~~FOR~~ each of the Board of Directors' ~~nominees~~.nominees.

The Company believes that its directors should possess high personal and professional ethics and integrity, and be committed to representing the long-term interests of its stockholders. The Company endeavors to have a Board representing a range of experiences at policy-making levels in business and in areas that are relevant to the Company's global activities. ~~Set forth below is biographical information as of April 1, 2013 for each person nominated for election to the Board at the Annual Meeting, all of whom are current directors.~~ The Board and the Nominating and Corporate Governance Committee believe that, in light of the Company's businesses and structure, the following are key areas of experience, qualifications and skills that should be represented on the Board:

Leadership ~~experience~~experience.. The Board believes that directors with experience in significant leadership positions over an extended period, especially chief executive officer positions, provide the Company and the Board with special insights. These ~~people~~individuals generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.

Finance ~~experience~~experience.. The Board believes that an understanding of finance, financial statements and financial reporting processes is important for the Company's directors. The Company measures its operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and effective auditing are critical to the Company's success.

Industry ~~experience~~experience.. The Board seeks to have directors with experience in the travel industry or with Internet-related businesses.

Global ~~experience~~experience.. The Company's future success depends, in part, on its ability to continue to grow its businesses outside the United States. For example, in ~~2012,~~2014, approximately ~~92%~~94% of the Company's consolidated operating income was generated by its international businesses. As a result, the Board believes it is important that the Board include directors with a global business perspective and significant international business experience.

The foregoing areas of experience, qualifications and skills that were particularly identified with each nominee by the Nominating and Corporate Governance Committee and the Board when considering the re-nomination of the current directors are described in each nominee's biography set forth below.

The evaluation of director nominees, including each nominee's independence from management, by the Nominating and Corporate Governance Committee and the Board also takes into account director tenure. Although re-nomination of incumbent directors is not automatic, the Nominating and Corporate Governance Committee believes that Board continuity facilitates effective and efficient leadership, risk management and oversight and that the knowledge and understanding of the Company's business gained over years of service are important attributes to consider when determining nominees for election to the Board. The Nominating and Corporate Governance Committee and the Board believe that the current mix of directors reflects an appropriate mix of short-, medium- and long-tenured directors, with the Board's independent directors having an average tenure of 8.8 years, including the addition of three new independent directors since January 1, 2013.

Nominees

~~Jeffery H. Boyd, Chairman, President and Chief Executive Officer, priceline.com Incorporated~~Set forth below is biographical information as of March 31, 2015 for each person nominated for election to the Board at the Annual Meeting, all of whom are current directors.

~~Jeffery H. Boyd~~, age 56, has served as a director of the Company since October 2001 and as the Chairman of the Board since January 2013. Mr. Boyd has been President of the Company since May 2001 and Chief Executive Officer since November 2002. Mr. Boyd was President and Co-Chief Executive Officer from August 2002 to November 2002 and Chief Operating Officer from November 2000 to August 2002. He previously served as the Company's Executive Vice President, General Counsel and Secretary from January 2000 to October 2000. Prior to joining the Company, Mr. Boyd was Executive Vice President, General Counsel and Secretary of Oxford Health Plans, Inc. Mr. Boyd was a member of the board of directors of Bankrate, Inc. and BEN Holdings, Inc. (the holding company for Bankrate, Inc.) prior to its initial public offering in 2011. Mr. Boyd is also a member of the Company's Group Management Board, which is described in more detail below.

~~Director Qualifications~~:

~~Leadership, Industry and Global experience~~ ~~- Mr. Boyd's long and successful tenure as the Company's Chief Executive Officer.~~

~~Tim~~Timothy M. Armstrong, Chairman and Chief Executive Officer, AOL Inc.

Tim Armstrong, age ~~42,~~44, has served as a director of the Company since January 2013 and is currently a member of the Compensation Committee. Mr. Armstrong has served as Chairman of the Board of Directors and Chief Executive Officer of AOL Inc. since April 2009. Prior to that, Mr. Armstrong served as President, Americas Operations and Senior Vice President of Google Inc. Mr. Armstrong joined Google in 2000 as Vice President, Advertising Sales, and in 2004 was promoted to Vice President, Advertising and Commerce and then in 2007 was named President, Americas Operations and Senior Vice President. Before joining Google, Mr. Armstrong served as Vice President of Sales and Strategic Partnerships for Snowball.com and as Director of Integrated Sales and Marketing at Starwave's and Disney's ABC/ESPN Internet Ventures. Mr. Armstrong started his career by co-founding and running a newspaper based in Boston, Massachusetts. Mr. Armstrong is a trustee of ~~Lawrence Academy and~~ the Paley Center for ~~Media and~~Media. He is a ~~Chairman~~Chair Emeritus of the Ad Council aand Chairman of the IAB Education Foundation, both of which are non-profit ~~organization.~~organizations.

Director Qualifications:

Leadership, Industry and Global experience - extensive experience, expertise and background in Internet marketing, sales and the interactive media industry gained from his position as Chief Executive Officer of AOL and his former positions at Google; and his corporate leadership experience gained from his position as Chief Executive Officer of AOL.

Howard W. Barker, Jr., Former Partner, KPMG LLP

Howard W. Barker, Jr., age ~~66,~~68, was employed by KPMG LLP from July 1972 and served as a partner of KPMG LLP from 1982 until his retirement in September 2002. Mr. Barker has been a director of the Company since January 2003, and is currently Chairman of the Audit Committee, as well as a member of the Nominating and Corporate Governance Committee. He ~~has~~ served as a member of the Board of Directors of Chiquita Brands International, Inc. ~~since~~from 2007, where he ~~chairs~~chaired the Audit ~~Committee.~~Committee and was a member of the Nominating and Corporate Governance Committee and the Strategic Transaction Committee, until its acquisition in January 2015. Mr. Barker also served as a member of the Board of Directors of Medco Health Solutions, Inc. from 2003 until its acquisition ~~by Express Scripts~~ in April 2012, and chaired Medco's Audit Committee and was a member of Medco's Compensation Committee and Mergers and Acquisitions Committee. In addition, Mr. Barker is a member of the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants.

Director Qualifications:

Finance and Global experience - approximately twenty years as an audit partner at a multinational accounting firm; member of the Board of Directors, ~~and~~ Chairman of the Audit Committee, Compensation Committee and the Mergers and Acquisitions Committee, and member of the Nominating and Corporate Governance Committee of other multinational public companies.

Jeffery H. Boyd, Chairman and Former Chief Executive Officer of the Company

Jeffery H. Boyd, age 58, has served as a director of the Company since October 2001 and as the Chairman of the Board since January 2013. Mr. Boyd served as President and Chief Executive Officer of the Company from November 2002 until December 2013. Mr. Boyd was the Company's President and Co-Chief Executive Officer from August 2002 to November 2002 and Chief Operating Officer from November 2000 to August 2002. He previously served as the Company's Executive Vice President, General Counsel and Secretary from January 2000 to October 2000. Prior to joining the Company, Mr. Boyd was Executive Vice President, General Counsel and Secretary of Oxford Health Plans, Inc. Mr. Boyd was a member of the Board of Directors of Bankrate, Inc. and BEN Holdings, Inc. (the holding company for Bankrate, Inc.) prior to its initial public offering in 2011.

Director Qualifications:

Leadership, Industry and Global experience - Mr. Boyd's long and successful tenure as the Company's President and Chief Executive Officer.

Jan L. Docter, Consultant

Jan L. Docter,, age ~~63,~~65, has served as a director of the Company since November 2007. Mr. Docter has been a self-employed business consultant since ~~mid-2006.~~2006. Mr. Docter ~~provides a range~~advises Boards of ~~consulting services to companies and other organizations, including, without limitation, advice to boards of directors~~Directors and senior management on general strategic matters ~~organizational methods~~ and strategic human resource issues. From 2005 to 2006, Mr. Docter served as the ~~interim~~ Chief Financial Officer of Corio NV, a Dutch real estate investment company ~~which~~that was listed on the Amsterdam Stock ~~Exchange, from mid-2005 to mid-2006.~~Exchange. From 2003 to ~~mid-2005,~~2005, Mr. Docter was ~~self-employed and~~the Chief Financial Officer of Booking.com B.V., which the Company acquired in 2005. From ~~1998~~1987 to 2003, he was Chief Financial Officer of, and later also ~~Vice-Chairman~~Deputy Chairman and a member of the ~~managing~~executive board of, Getronics NV, a ~~Dutch~~global information and communications technology services company which was listed on the Amsterdam Stock Exchange. From 1985 to 1988, he was Chief Financial Officer of Centrafarm Group NV, a European producer and distributor of generic pharmaceuticals and other drugs, which was listed on NASDAQ. Before that, Mr. Docter held various management positions at Polygram NV, currently known as Universal Music Group. Mr. Docter has also served as an Industry Special Grants Officer for the Dutch Ministry of Economic Affairs and as a member of the Advisory Board of the Amsterdam Stock Exchange. Mr. Docter also holds non-executive and advisory board positions ofin some private Dutch companies.

Director Qualifications:

Finance experience - former chief financial officer of European-based public companies.

Industry and Global experience - former chief financial officer of and human resource consultant to Booking.com B.V., the Company's wholly-owned subsidiary based in the ~~Netherlands.~~Netherlands; former chief financial officer of global technology services company.

Jeffrey E. Epstein, Former Executive Vice President and Chief Financial Officer, Oracle Corporation

Jeffrey E. Epstein, age ~~56,~~58, has served as a director of the Company since April 2003, and is currently a member of the Audit Committee and the Compensation Committee. Mr. Epstein is an Operating Partner at Bessemer Venture Partners, a venture capital firm, which he joined in November 2011. HeFrom August 2011 to May 2014 he also ~~serves~~served as a Senior Advisor at Oak Hill Capital Partners, a private equity ~~firm, which he joined in August 2011.~~firm. Mr. Epstein was Executive Vice President and Chief Financial Officer of Oracle Corporation from September 2008 to April 2011. ~~Mr. Epstein served as Executive Vice President and Chief Financial Officer of Oberon Media, Inc. from April 2007 to June 2008.~~ Mr. Epstein has served as a member of the Board of Directors of Shutterstock, Inc., a global provider of licensed imagery, since April 2012 and serves as a member of its Audit Committee and Nominating and Corporate Governance Committee. Since January 2013, Mr. Epstein has served as a member of the Board of Directors of Global Eagle Entertainment Inc., a provider of in-flight video, Internet and other content to airlines and their passengers, and serves as chairman of its Audit Committee and as a member of its Nominating Committee. Mr. Epstein serves as a member of the ~~Management~~ Board of ~~the Stanford University Graduate School~~Directors of ~~Business, as well as on the boards of directors of a number of other private and not-for-profit enterprises, including~~ Kaiser Permanente, a leading U.S. not-for-profit health care provider and ~~not-for-profit~~ health plan.

Director Qualifications:

Finance and Global experience - former chief financial officer of the world's largest enterprise software company.

Industry experience - former senior executive at Internet advertising ~~company,~~company; board member of Internet ~~companies~~companies; and board member of supplier to the airline industry.

James M. Guyette, Chairman, President and Chief Executive Officer, Rolls-Royce North America, Inc.

James M. Guyette, age ~~67,~~69, has served as a director of the Company since November 2003, and is currently a member of the Compensation Committee, Chairman of the Nominating and Corporate Governance Committee and the Board's Lead Independent Director. Mr. Guyette is currently Chairman, President and Chief Executive Officer of Rolls-Royce North America Inc., a world-leading supplier of power systems to the global aerospace, defense, marine and energy markets, a position he has held since ~~1997.~~1997, though he has announced his retirement from Rolls-Royce in May 2015. Prior to joining Rolls-Royce, Mr. Guyette was Executive Vice President - Marketing and Planning for United Airlines. He held a number of other senior roles in his nearly 30 years with United Airlines. Mr. Guyette has served as a member of the Board of Directors of Rolls-Royce plc since 1997 and is Chairman of the Board of Directors of PrivateBancorp, ~~Inc,~~Inc., where he has served on the Board of Directors since 1989. He is ~~Chairman of the Board of the Smithsonian Museum - Air and Space Museum, and~~ a member of the Boards of the U.S. Chamber of Commerce and St. Mary's College - Moraga CA - Board of Regents, and is a member of the Board of Governors for the Aerospace Industries Association.

Director Qualifications:

Leadership and Global experience - chief executive officer of a leading multinational supplier to global aerospace, defense, marine and energy markets; director of two other public companies, including a multinational public company.

Industry and Global experience - approximately thirty years at one of the world's largest airlines; former director of global distribution systems.

Darren R. Huston, Director, President and Chief Executive Officer of the Company

Darren Huston, age 49, has served as a director of the Company since January 2014. Mr. Huston has served as the Company's President and Chief Executive Officer since January 2014 and as the Chief Executive Officer of the Company's Booking.com subsidiary since September 2011. Prior to joining Booking.com, Mr. Huston served as Corporate Vice President, Consumer & Online for Microsoft Corporation, a position he held from 2008 to 2011. From 2005 to 2008, he served as President and Chief Executive Officer of Microsoft Japan. Prior to joining Microsoft in 2003, he was a Senior Vice President at Starbucks Corporation, responsible for acquisitions and new product development. Mr. Huston has also served as an executive with McKinsey & Company, and as an economic advisor to the Government of Canada. Mr. Huston served as a member of the Board of Directors of DeVry Education Group Inc., a global provider of educational services listed on the New York Stock Exchange, from November 2009 to July 2014, and was a member of its Compensation Committee.

Director Qualifications:

Leadership and Global experience - Chief Executive Officer of the Company and Chief Executive Officer of the Company's Booking.com subsidiary headquartered in Amsterdam; prior service as President and Chief Executive Officer of Microsoft Japan; previously served as director of another public company.

Charles H. Noski, Former Vice Chairman, Bank of America Corporation

Charles H. Noski, age 62, has served as a director of the Company since March 2015. In 2012, Mr. Noski retired from the role of Vice Chairman of Bank of America Corporation, to which he was named after previously serving as the company's Executive Vice President and Chief Financial Officer. Prior to this, Mr. Noski served as Chief Financial Officer, Corporate Vice President and as a member of the Board of Directors of Northrop Grumman Corporation. Prior to Northrop Grumman, he was Vice Chairman of the Board of Directors and Chief Financial Officer of AT&T Corporation. Before that, Mr. Noski led Hughes Electronics Corporation in various senior executive roles, including as Vice Chairman and as President and Chief Operating Officer. Mr. Noski began his career at Deloitte & Touche LLP where he was named Partner. Mr. Noski has served as a member of the Board of Directors of Microsoft Corporation since 2003 and is the Chair of Microsoft's Audit Committee and a member of its Governance and Nominating Committee. Mr. Noski has served as a member of the Board of Directors of Avon Products, Inc. since 2012 and is the Chair of Avon's Audit Committee. Mr. Noski is also a member of the Board of Directors of the National Association of Corporate Directors. In addition, Mr. Noski served as a member of the Board of Directors of Avery Dennison Corp., a global labeling and packaging company, from 2011 to 2014; ADP, Inc., a payroll services company, from 2008 to 2010;

Air Products & Chemicals, Inc., a gas and chemicals company from 2005 to 2010 as well as from 2000 to 2004; Morgan Stanley from 2005 to 2010; and Merrill Lynch & Co. (a wholly-owned subsidiary of Bank of America Corporation) from 2010 to 2011.

Director Qualifications:

Leadership, Finance and Global experience - Senior leadership roles, including that of Chief Financial Officer, at large public, global corporations; service on the Board of Directors of a large, global software company.

Nancy B. Peretsman, Managing Director, Allen & Company LLC

Nancy B. Peretsman,age ~~59,~~61, has served as a director of the Company since February ~~1999.~~1999 and is currently a member of the Nominating and Corporate Governance Committee. She is currently a Managing Director at Allen & Company LLC, an investment ~~bankers,~~bank, with which she has been associated since 1995. During her tenure at Allen & Company, Ms. Peretsman has provided advice and capital to over one hundred small high growth businesses and served as advisor to many of the world's largest media and consumer companies. Prior to joining Allen & Co., Ms. Peretsman was at Salomon Brothers from 1983-1995, where she headed the worldwide media investment banking practice and was a Managing Director from 1990-1995. Ms. Peretsman serves on the Board of Trustees of Princeton University and The Institute for Advanced Study and is a member of the National Board of Directors of Teach for America.

Director Qualifications:

Finance and Industry experience - current managing director at an investment bank; advisor to leading media and consumer companies.

Thomas E. Rothman, ~~Former~~ Chairman ~~and Chief Executive Officer, Fox Filmed~~of Sony Pictures Entertainment Motion Picture Group

Thomas E. Rothman, age ~~58,~~60, has served as a director of the Company since January 2013 and is currently a member of the Nominating and Corporate Governance Committee. Mr. Rothman has served as Chairman of ~~the Board~~Sony Pictures Entertainment Motion Picture Group since March 2015. From September 2013 to February 2015, Mr. Rothman was Chairman of ~~Directors of Fox Filmed Entertainment~~TriStar Productions, a motion picture and television venture with Sony Pictures Entertainment. Previously, Mr. Rothman served as Chairman of Fox Entertainment Group Inc., a media company and subsidiary of News Corp. from 2000 to 2005 and as its Chairman and Chief Executive Officer from 2005 to 2012. Mr. Rothman served as President of Twentieth Century Fox Film Group from January 2000 to August 2000, and served as President of Twentieth Century Fox Production from 1995 to 2000. In 1994, Mr. Rothman founded and served as President of Fox Searchlight Pictures. Prior to that, he served as President of Worldwide Production for the Samuel Goldwyn Company from 1989 to 1994. Mr. Rothman also served as an associate and then partner with Frankfurt, Kurnit, Klein & Selz, a law firm, from 1982 to 1987. Mr. Rothman serves as ~~an emeritus~~a member of the Board of Directors of the Sundance Institute and the American Film ~~Institute.~~Institute, emeritus. He is also a member of the Board of Brown University and California Institute of the Arts (CalArts).

Director Qualifications:

Leadership and Global experience - extensive executive leadership of global media companies.

Craig W. Rydin, Former Chairman and Chief Executive Officer, The Yankee Candle Company, Inc.

Craig W. Rydin, age ~~60,~~63, has served as a director of the Company since January 2005, and is currently a member of the Audit Committee and Chairman of the Compensation Committee. From October 2011 to October 2013, Mr. Rydin isserved as the Non-Executive Chairman of The Yankee Candle Company, a maker of scented candles. Prior to being named Non-Executive Chairman, Mr. Rydin was the Executive Chairman of The Yankee Candle Company. Prior to being named Executive Chairman in October 2009, Mr. Rydin served as

Chairman and Chief Executive Officer of Yankee Candle from April 2001 to October 2009 and ~~has~~ served as Chairman of the Board of Directors of Yankee Candle ~~since~~from February ~~2003.~~2003 to October 2013. Prior to joining Yankee Candle, Mr. Rydin was the President of the Away From Home food services division of Campbell Soup Company, a position he held from 1998 to 2001. From 1996 to 1998, Mr. Rydin served as the President of the Godiva Chocolatiers division of Campbell. Prior to his position with Godiva, Mr. Rydin held a number of senior management positions at Pepperidge Farm, Inc., also a part of Campbell. Mr. Rydin has served as a member of the Board of Directors of Philips-Van Heusen since 2006 and is currently a member of its Compensation Committee, and has served as a member of the Board of Directors of Au Bon Pain since 2009.

Director Qualifications:

Leadership experience~~-former~~ - former chief executive officer and ~~current~~ chairman of leading consumer products company; director of another public company.

~~Retiring Director~~

~~Ralph M. Bahna, Chairman, Masterworks Development Corporation~~

~~Ralph M. Bahna~~, has served as a director of the Company since July 1998 and Chairman of the Board of Directors from April 2004 to December 2012. Since 1993, Mr. Bahna has served as Chairman of Masterworks Development Corp., a company he founded in 1992. It has developed an international group of hotels named Club Quarters. Club Quarters hotels are private, city-center facilities designed for the business travelers of cost conscious organizations. Mr. Bahna serves as the Chairman of Club Quarters. From 1980 to 1989, Mr. Bahna served as the Chief Executive Officer of Cunard Lines, Ltd., and the Cunard Group of Companies. Prior to Cunard, Mr. Bahna was employed by Trans World Airlines, Inc., where he developed and launched its highly successful Ambassador Service.

~~Director Qualifications~~:

~~Leadership, Industry and Global experience~~ ~~- founder and current Chairman of multinational hotel company; former Chief Executive Officer of one of the world's largest cruise lines; held management position at a major airline.~~

Executive Officers

Set forth below is biographical information for the Company's executive officers as of ~~April 1, 2013,~~March 31, 2015, other than ~~Jeffery H. Boyd,~~Darren Huston, the Company's Chief Executive Officer, who is nominated for election as a director and whose biographical information is set forth above.

Daniel J. Finnegan, age ~~50,~~53, is the Company's Chief Financial Officer and Chief Accounting Officer. Mr. Finnegan has been Chief Financial Officer since January 2009. Mr. Finnegan was the Company's Senior Vice President, Controller and Chief Accounting Officer from October 2005 to January 2009. Mr. Finnegan joined the Company in April 2004 as Vice President and Chief Compliance Officer. Prior to joining the Company, Mr. Finnegan served as Chief Financial Officer for CS Technology, Inc., a consulting company, from October 2000 to April 2004. ~~Mr. Finnegan is also an ex-officio member of the Company's Group Management Board, which is described in more detail below.~~

Glenn D. Fogel, age ~~51,~~53, is the Company's Head of Worldwide Strategy and ~~Planning.~~Planning, an office he has held since November 2010. He is also Executive Vice President, Corporate Development, a position he has held since March 1, 2009, and is responsible for the Company's worldwide mergers, acquisitions and strategic alliances. ~~He is a member of the board of directors of the Company's international subsidiaries, Booking.com, Agoda.com and rentalcars.com.~~ Mr. Fogel joined the Company in February 2000. Prior to joining the Company, he was a trader at a global asset management firm and prior to that was an investment banker specializing in the air transportation industry. Mr. Fogel is a member of the New York State Bar (retired). ~~Mr. Fogel is also a member of the Company's Group Management Board, which is described in more detail below.~~

~~Darren Huston~~, age 47, has been Chief Executive Officer of the Company's Booking.com subsidiary since September 2011. In January 2013, Mr. Huston was promoted to take on new responsibilities in the management of the Priceline Group's international brands, including oversight of inter-brand relations, including sharing of technology, best practices, customers and supply, coordination of relationships with key affiliates and suppliers, where necessary, and development of strategy relating to geographic expansion and competition among brands. Prior to joining Booking.com, Mr. Huston served as Corporate Vice President, Consumer & Online for Microsoft Corporation, a position he held from 2008 to 2011. From 2005 to 2008, he served as President and Chief Executive Officer of Microsoft Japan. Prior to joining Microsoft in 2003, he was a Senior Vice President at Starbucks Corporation, responsible for acquisitions and new product development. Mr. Huston has also served as an executive

with McKinsey & Company, and as an economic advisor to the Government of Canada. Mr. Huston is also a member of the Company's Group Management Board, which is described in more detail below. Mr. Huston has served as a member of the Board of Directors of DeVry Inc., a global provider of educational services, since November 2009 and is currently a member of its Compensation Committee.

Peter J. Millones, age ~~43,~~45, is Executive Vice President, General Counsel and Corporate Secretary of the Company. Mr. Millones has been the Company's General Counsel and Corporate Secretary since January 2001. He previously served as Vice President and Associate General Counsel of the Company from March 2000 to January 2001. From 2003 to 2013, Mr. Millones was responsible for the Company's U.S. human resources department; he now helps coordinate global human resource issues for the Company. Prior to joining the Company, Mr. Millones was with the law firm of Latham & Watkins LLP. Mr. Millones is ~~also an ex-officio~~a member of the ~~Company's Group Management Board, which is described in more detail below.~~NASDAQ Listing and Hearing Review Council.

Christopher L. Soder, age ~~54, has been~~55, served as the Chief Executive Officer of the Company's priceline.com ~~North America since~~brand from June ~~2011.~~2011 to March 2015 (since April 1, 2015, Mr. Soder has served as Chairman of the Company's priceline.com brand). Mr. Soder was the Company's President, North American Travel from February 2007 to June 2011. Mr. Soder was the Company's Executive Vice President, Travel Services from March 2005 to February 2007 and was Executive Vice President, Lodging and Vacation Products from July 2002 to March 2005. From February 2000 to July 2002, Mr. Soder was President of the Company's priceline.com hotel service. Prior to joining the Company, Mr. Soder was Western Region Vice President, Business Markets, for AT&T. As previously announced, effective April 1, 2015, Mr. Soder ~~is also a member~~retired from his role as Chief Executive Officer of the Company's ~~Group Management Board, which is described in more detail below.~~priceline.com brand and ceased to be an executive officer of the Company.

~~The Group Management Board~~

~~In 2010,~~Gillian Tans, age 44, has served as the ~~Company established the Group Management Board, a board of executives that meets periodically to oversee and coordinate the performance and strategy~~President of the Company's Booking.com brand since January 2015 and as the Chief Operating Officer of the Company's Booking.com brand since September 2011. Ms. Tans is responsible for overseeing all of Booking.com’s functional departments and operations. Prior to her appointment as Chief Operating Officer, Ms. Tans served as Booking.com's Director Hotels & content from 2002 to September 2011. Before joining Booking.com in 2002, Ms. Tans spent four years with the international Golden Tulip Worldwide hotel group, where she served as Product Manager, Marketing Manager and Director of ~~companies~~Sales. Ms. Tans also worked for the Intercontinental Hotel Group and ~~brands on~~with a ~~worldwide basis. The Group Management Board currently consists~~number of ~~Messrs. Boyd, Huston, Fogel~~independent hotels. Ms. Tans began her career at Hershey Entertainment and ~~Soder; and Messrs. Finnegan and Millones participate on an "ex-officio" basis.~~

Resorts.

Corporate Governance and Board Matters

The Board of Directors

The Board is elected by and accountable to the stockholders and is responsible for the strategic direction, oversight and control of the Company. Regular meetings of the Board are generally held six times per year and special meetings are scheduled when necessary. For ~~2012,~~2014, the Board determined that each of the directors elected at the ~~2012~~2014 annual meeting of stockholders, other than ~~Messrs.~~Mr. Boyd, the Company's former President and ~~Docter,~~Chief Executive Officer, and Mr. Huston, the Company's current President and Chief Executive Officer, were "independent" based on ~~the~~The NASDAQ Stock Market's listing rules and the Company's Corporate Governance Principles. For ~~2013,~~2015, the Board has again determined that each of the nominees for election to the Board at the Annual Meeting are independent, other than ~~Mr.~~Messrs. Boyd ~~the Company's Chief Executive Officer,~~and Huston, based on ~~the~~The NASDAQ Stock Market's listing rules and the Company's Corporate Governance Principles. The independent directors conduct at least two regularly scheduled executive sessions each year. The Board held nine meetings in ~~2012. All~~2014. For 2014, all directors attended at least 75% of the meetings of the Board and the Board committees of which they were members ~~during 2012.~~held while they were serving on the Board and any such committees. The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and has adopted written charters for each of these committees.

Corporate Governance

Corporate Governance Principles. The Board and the Company operate under corporate governance principles that are designed to maximize long-term stockholder value, align the interests of the Board and management with those of the Company's stockholders and promote high ethical conduct among its directors and employees. A copy of the Corporate Governance Principles is available ~~in the Investor Relations section of~~on the Company's ~~priceline.com~~corporate website (~~www.priceline.com~~www.pricelinegroup.com) under the tab ~~"Corporate Governance.~~"For Investors." The Company's Corporate Governance Principles include the following:

A majority of the Board will consist of directors who are neither officers nor employees of the Company or its subsidiaries (and have not been officers or employees within the previous three years), do not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who are otherwise "independent" under the listing standards of ~~the~~The NASDAQ Stock Market.

At least annually, the Nominating and Corporate Governance Committee will review and concur on a succession plan, developed by management, addressing the policies and principles for selecting a successor to the Chief Executive Officer, both in an emergency situation and in the ordinary course of business.

The Board and each committee of the Board have the power to hire such outside legal, financial and other advisors as they may deem necessary or advisable, at the Company's expense.

The independent directors will have at least two regularly scheduled meetings each year, and more frequently as necessary or desirable, in conjunction with regularly scheduled meetings of the Board, at which only independent directors (along with any invited outside advisors) are present.

The Compensation Committee, meeting in executive session without the Chief Executive Officer being present, will evaluate the performance of the Chief Executive Officer and the Company against the Company's goals and objectives and will recommend to the Board for determination the compensation of the Chief Executive Officer.

Each non-employee member of the Board and each of the Company's executive officers is required to own a specified number of shares of Company common stock as set forth in the Company's Corporate Governance ~~Principles.~~Principles (see also Compensation Discussion and Analysis - Key Governance Matters on page 31 and 2014 Non-Employee Director Compensation and Benefits on page 49).

Director Independence. For ~~2012,~~2014, the Nominating and Corporate Governance Committee recommended to the Board, and the Board determined, that each of the directors elected at the ~~2012~~2014 annual meeting of stockholders, other than Messrs. Boyd (the Company's former President and ~~Docter,~~Chief Executive Officer) and Huston (the Company's current President and Chief Executive Officer), was "independent" based on ~~the~~The NASDAQ Stock Market's listing rules and the Company's Corporate Governance Principles. For ~~2013,~~2015, the Nominating and Corporate Governance Committee recommended to the Board, and the Board determined, that each of the nominees for election to the Board at the Annual Meeting is independent, other than ~~Mr.~~Messrs. Boyd ~~the Company's Chief Executive Officer.~~ and Huston.

In connection with the Nominating and Corporate Governance Committee's recommendation regarding independence and the Board's subsequent determination thereof, both the Committee and the Board take into account any relationships between the Company and companies with which directors may be affiliated, as well as the specific requirements of ~~the~~The NASDAQ Stock Market and the ~~SEC.~~Securities and Exchange Commission (the "SEC").

In connection with the independence determination of Mr. Armstrong, the Board and the Nominating and Corporate Governance Committee considered the ordinary-course transactions between the Company and AOL, of which Mr. Armstrong is the Chairman and Chief Executive Officer, generally involving (a) advertising on AOL websites and to members of certain of AOL's membership services, ~~as well as contracting for certain consumer behavior information.~~(b) one of AOL's companies purchasing advertising space on KAYAK, and (c) marketing affiliate relationships whereby the Company provides accommodation booking and restaurant reservation content to consumers through MapQuest (an AOL company) and the Company and AOL share in related commissions. The Board and the Nominating and Corporate Governance Committee concluded that these transactions did not impair Mr. Armstrong's independence because, among other reasons, the amounts in question were ~~de minimis~~small in comparison to the Company's and AOL's revenues and well below the thresholds set forth in The NASDAQ Stock Market's independence standards.

In connection with the independence determination of Mr. Epstein, the Board and the Nominating and Corporate Governance Committee considered that Paul Hennessy, the current Chief Executive Officer of the Company's priceline.com business, serves on the Board of Directors of Shutterstock, Inc. with Mr. Epstein. The Board and the Nominating and Corporate Governance Committee concluded that the fact that Messrs. Epstein and Hennessy serve together on another company's Board of Directors did not impair Mr. Epstein's independence because, among other reasons, Mr. Hennessy has no control over Mr. Epstein's continued service on that Board of Directors or any benefits Mr. Epstein may receive as a result thereof. In addition, the Board and the Nominating and Corporate Governance Committee considered that the Company does business with a private company on whose Board of Directors Mr. Epstein serves. The Board and the Nominating and Corporate Governance Committee concluded that the Company's ordinary course business relationship with that company did not impair Mr. Epstein's independence because, among other reasons, the amounts in question were small. Finally, the Board and the Nominating and Corporate Governance Committee considered that OpenTable offers its California-based employees healthcare plan services through Kaiser Permanente, a not-for-profit health care services provider, and that Mr. Epstein is a member of Kaiser Permanente's Board of Directors. The Board and the Nominating and Corporate Governance Committee considered that this ordinary course relationship with Kaiser Permanente did not impair Mr. Epstein's independence because, among other reasons, the amounts in question were not material when compared with Kaiser Permanente's revenues and the Company's revenues, the relationship was in place prior to the acquisition of OpenTable and there was no connection between OpenTable's offering of Kaiser Permanente's healthcare services and Mr. Epstein's service on Kaiser Permanente's Board of Directors.

In connection with the independence determination of Ms. Peretsman, the Board and the Nominating and Corporate Governance Committee considered that Ms. Peretsman's husband serves on the Board of Directors of one of the Company's insurance providers. The Board and the Nominating and Corporate Governance Committee concluded that the relationship of Ms. Peretsman's husband with the insurance provider did not impair her independence because, among other reasons, there was no connection between Ms. Peretsman or her husband and the Company with respect to purchasing the insurance, the insurance premiums were relatively small and the Company purchased the insurance through a broker (who identified and recommended the insurance provider).

In connection with the independence determination of Mr. Noski, the Board and the Nominating and Corporate Governance Committee considered that Mr. Noski serves on the Board of Directors of Microsoft Corporation, a company from which the Company purchases various software products and services and also pays for online search marketing services, in each case in the ordinary course of business. The Board and the Nominating and Corporate Governance Committee concluded that the Company's ordinary course business relationship with Microsoft did not impair Mr. Noski's independence because, among other reasons, the decision to purchase Microsoft products and services was done in the ordinary course of business and began long before Mr. Noski joined the Company's Board of Directors, Mr. Noski is not an executive officer of Microsoft and does not have a material interest in those relationships, and the amounts in question are well below the thresholds set forth in The NASDAQ Stock Market's independence standards.

Director Nominees. The Nominating and Corporate Governance Committee identifies, evaluates and recommends director candidates to the Board. In identifying and recommending nominees for election or appointment to the Board, the Nominating and Corporate Governance Committee places primary emphasis on the criteria set forth under "Selection of Directors - Nominations and Appointments" in the Company's Corporate Governance Principles, namely that the nominee has: (i) the highest personal and professional ethics and integrity; (ii) relevant business, professional or managerial skills and experience (including team-building and communication skills) useful to the oversight of the Company's business; (iii) demonstrated leadership skills through involvement in business, professional, charitable or civic affairs; (iv) current knowledge and contacts in the communities in which the Company does business and in its industry or other industries relevant to its business; (v) ability and willingness to

commit adequate time to fulfilling Board and committee duties and responsibilities; (vi) ability and willingness to exercise independent judgment, ask probing questions and express tough opinions; and (vii) expertise, skills, knowledge, experience and personality that fit well with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the Company's needs and stockholder interests and that represents a diversity of viewpoints, backgrounds, experiences and other demographics.

The Nominating and Corporate Governance Committee does not set specific, minimum qualifications that nominees must meet in order for the committee to recommend them to the Board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account Company needs and the overall composition of the Board. Although there is no specific policy on diversity, the Nominating and Corporate Governance Committee considers diversity, which it broadly views in terms of viewpoints, backgrounds, experience, gender, race and ethnic or national origin, as a factor in nominating persons for election or appointment to the Board. Members of the Nominating and Corporate Governance Committee discuss and evaluate possible candidates in detail, and suggest individuals to explore in more depth. Outside consultants may be employed to help in identifying candidates. The Nominating and Corporate Governance Committee also expects that other Board members and members of management may also make recommendations to the committee regarding potential Board candidates. Once a candidate is identified whom the Nominating and Corporate Governance Committee wants to seriously consider and move toward nomination, the chairperson of the Nominating and Corporate Governance Committee, or his or her designee, enters into a discussion with that nominee.

The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders. The Company's Corporate Governance Principles require that the Nominating and Corporate Governance Committee give appropriate consideration to potential candidates recommended by stockholders in the same manner as other potential candidates identified by the Nominating and Corporate Governance Committee. Stockholders who wish to submit potential candidates for consideration by the Nominating and Corporate Governance Committee for election at the Company's ~~2014~~2016 annual meeting of stockholders may do so by submitting in writing such candidates' names to the Company's Corporate Secretary, c/o Office of the General Counsel, ~~priceline.com Incorporated,~~The Priceline Group Inc., 800 Connecticut Avenue, Norwalk, ~~Connecticut.~~Connecticut 06854. Any such submission must set forth as to each proposed candidate who is not an incumbent director: (i) all information relating to the individual recommended that is required to be disclosed in a proxy statement pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (including such person's written consent to be named in the proxy statement as a nominee and to serving as a director if elected), (ii) the name(s) and address(es) of the stockholder(s) making the recommendation and the amount of the Company's securities which are owned beneficially and of record by such stockholder(s), (iii) appropriate biographical information (including a business address and a telephone number) and a statement as to the individual's qualifications, with a focus on ~~any~~the criteria publicly stated to be considered by the Nominating and Corporate Governance Committee in evaluating prospective Board candidates, including those specified in this proxy statement, (iv) a representation that the stockholder is a holder of record of stock of the Company entitled to vote on the date of submission of such written materials, (v) any material interest of the stockholder in the recommendation, and (vi) any additional information, documents or certifications that would be required pursuant to Article II Section 5 of the Company's By-Laws if the stockholder(s) making the recommendation was instead nominating a candidate for election to the Board.

When considering current directors for nomination for re-election to the Board, the Nominating and Corporate Governance Committee takes into account the performance of each director. The Nominating and Corporate Governance Committee also reviews the composition of the Board in light of the Company's current challenges and needs and those of the Board, and determines whether it may be appropriate to add or remove individuals after considering, among other things, the need for a specific expertise and issues of independence, judgment, age, skills, background, tenure and experience.

Communications with the Board of Directors. Stockholders may contact any of the Company's directors, a committee of the Board, non-employee or independent directors as a group, or the Board as a whole by writing to them c/o Office of the General Counsel, ~~priceline.com Incorporated,~~The Priceline Group Inc., 800 Connecticut Avenue, Norwalk, Connecticut 06854. Stockholders should indicate how many shares of Company common stock they own as of the date of their communication. Communications received in this manner will be handled in accordance with procedures developed and approved by the Board, including a majority of the Company's ~~"independent"~~independent directors. The procedures provide that in general, communications to the Board will be initially reviewed and logged by the Company's General Counsel and then periodically, and at least quarterly, forwarded to the Lead Independent Director and/or the chairperson of the Nominating and Corporate Governance Committee.

Attendance at Annual Meetings. The Company expects directors to attend its annual meetings of stockholders. All of the members of the Board ~~that~~who were directors at the time attended the ~~2012~~2014 annual meeting of stockholders.

Code of Ethics. The Company has adopted a code of ethics that it refers to as its "Code of Conduct" and requires all directors and employees (including officers) to adhere to it in discharging their work-related responsibilities. A copy of the

Company's Code of Conduct is available ~~in the Investor Relations section of~~on the Company's ~~priceline.com~~corporate website (~~www.priceline.com~~www.pricelinegroup.com) under the tab ~~"Corporate Governance.~~"For Investors."

Rights Plan. The Company does not have a stockholder rights plan, sometimes referred to as a "poison pill."

Annual Meetings. At each annual meeting of stockholders, stockholders have the ability to vote on important matters that are presented at the meeting, including the annual election of all of the Company’s directors.

Special Meetings. If important matters arise between annual meetings of stockholders, the Company’s certificate of incorporation provides that the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the Board of Directors or stockholders holding at least twenty-five percent (25%) of the Company’s shares may call a special meeting of stockholders. If properly called, a special meeting of stockholders would provide all stockholders an opportunity to debate and vote on matters outside the annual meeting cycle.

No Supermajority Voting Provisions. The Company’s certificate of incorporation and By-Laws contain no supermajority voting provisions.

No Classified Board. The Company does not have a classified board of directors. All directors are elected by the stockholders each year.

Majority Vote Standard. The Company has a majority vote standard in uncontested elections of directors, which means that directors will only continue to serve if they receive the support of a majority of shares cast.

Proxy Access and Stockholder Nominees. Stockholders have the opportunity to nominate individuals for election to the Board of Directors pursuant to our By-Laws and Delaware law and, in accordance with our By-Laws, to include nominees in the Company’s proxy statement in certain circumstances.

Annual Advisory Vote on Executive Compensation. The Board of Directors has implemented an annual stockholder advisory vote on executive compensation, which means that stockholders have the opportunity to provide feedback on the Company’s executive compensation practices on an annual basis.

Split Roles of Chairman and Chief Executive Officer; Lead Independent Director. The Board of Directors has separated the roles of Chairman and Chief Executive Officer and appointed a Chairman of the Board who is not an executive officer of the Company. Since 2012, the Company has had a Lead Independent Director with a set of defined responsibilities, including, among other things, if requested and when appropriate, ensuring availability for consultation and direct communication with stockholders. See Corporate Governance and Board Matters - Leadership Structure for more details.

Stock Ownership Guidelines. The Board of Directors has adopted stock ownership guidelines for executive officers and non-employee directors. See Key Governance Matters on page 31 and 2014 Non-Employee Director Compensation on page 49.

See also Key Governance Matters on page 31 for various compensation related corporate governance policies and practices of the Company, including, among other things, policies regarding compensation clawbacks, 10b5-1 plans and hedging and pledging of Company securities.

Committees of the Board of Directors

Audit Committee. The Audit Committee of the Board consists of Messrs. Howard W. Barker, Jr., Jeffrey E. Epstein, Charles H. Noski and Craig W. Rydin. Mr. Barker is Chairman of the Audit Committee. The Board has determined that each member of the Audit Committee is an independent director based on ~~the~~The NASDAQ Stock Market's listing rules and that each member of the Audit Committee also satisfies the additional independence requirements of the ~~Securities and Exchange Commission (the "SEC")~~SEC for members of audit committees. In addition, the Board has determined that each of Mr. Barker, Mr. Epstein and Mr. ~~Epstein~~Noski is an "audit committee financial expert" as defined by SEC rules. The Audit Committee's responsibilities include, among other things, (i) reviewing the Company's financial statements and accounting practices, (ii) overseeing the Company's relationship with its independent registered public accounting firm, including making all decisions relating to appointing, compensating, evaluating and retaining the independent registered public accounting firm, (iii) overseeing the Company's internal audit function, (iv) establishing procedures for the submission, receipt and treatment of complaints or concerns regarding accounting or auditing matters, and (v) reviewing and approving all related party transactions (defined as transactions required to be disclosed by Item 404 of SEC Regulation S-K). The Audit Committee also is the primary committee of the Board overseeing the Company's compliance program and risk

management efforts generally as well as the Company's major financial risk ~~management efforts.~~exposures. See Corporate Governance and Board Matters - Board's Oversight of Risk on page 1416 for additional details. A copy of the Audit Committee's Charter is available ~~in the Investor Relations section of~~on the Company's ~~priceline.com~~corporate website (~~www.priceline.com~~www.pricelinegroup.com) under the tab ~~"Corporate Governance.~~"For Investors." The Audit Committee met ~~ten~~eight times in ~~2012.~~2014.

Compensation Committee. The Compensation Committee of the Board consists of Messrs. Craig W. Rydin, Tim Armstrong, Jeffrey E. Epstein and James M. Guyette. Mr. Rydin is Chairman of the Compensation Committee. The Board has determined that each member of the Compensation Committee is an independent director based on ~~the~~The NASDAQ Stock Market's listing rules and also meets ~~the~~The NASDAQ Stock Market's additional requirements for membership on the Compensation Committee. The Compensation Committee's responsibilities include, among other things, setting, or recommending to the Board for determination, the compensation of the Company's Chief Executive Officer, reviewing and approving the compensation of the Company's other executive officers, administering employee benefit plans including incentive compensation plans and equity-based plans, and making recommendations to the Board with respect to the adoption of incentive compensation plans and equity-based plans. The Compensation Committee oversees risks related to compensation programs. See Corporate Governance and Board Matters - Board's Oversight of Risk on page 16 for additional details. The Compensation Committee has delegated limited authority to the Chief Executive Officer, the Chief Financial Officer and the General Counsel to determine whether and to what extent certain restricted stock, restricted stock units and performance share units held by non-executive officers may be settled, vested, canceled, forfeited, or surrendered pursuant to their terms (for instance, the Chief Executive Officer has the authority to determine whether an employee's termination was, pursuant to the terms of a relevant agreement, "with cause" or "without cause"). A copy of the Compensation Committee's Charter is available ~~in the Investor Relations section of~~on the Company's ~~priceline.com~~corporate website (~~www.priceline.com~~www.pricelinegroup.com) under the tab ~~"Corporate Governance.~~"For Investors."

The Compensation Committee met eight times in ~~2012.~~2014. Mr. Rydin works with the Chief Executive Officer and the General Counsel to establish meeting agendas. The Compensation Committee typically meets with the Chief Executive Officer, Chief Financial Officer, General Counsel and outside advisors. The Compensation Committee also regularly meets in executive session without management.

The Compensation Committee receives and reviews materials in advance of each meeting. These materials include information that management believes will be helpful to the Compensation Committee as well as materials that the Compensation Committee has specifically requested. Management plays a significant role in the compensation planning process. The most significant aspects of management's role are (see Compensation Discussion and Analysis - The Role of Management on page 1922 for additional details):

~~Evaluating~~evaluating employee performance (other than the Chief Executive Officer's);

~~Helping~~helping to establish business performance targets and objectives (other than the Chief Executive Officer's);

~~Recommending~~recommending salary levels, bonus targets/amounts and equity awards (other than the Chief Executive Officer's); and

~~Helping~~helping to design the structure, terms and conditions of bonus plans and equity awards.

The Compensation Committee has the authority to appoint and dismiss its advisors and compensation consultants and approve their compensation. These advisors report directly to the Compensation Committee. The Compensation Committee has retained Mercer Inc. ("Mercer") as its outside compensation consultant. While Mercer ~~reported directly~~reports to the Compensation Committee, the Compensation Committee authorized Mercer to communicate and work with management ~~during~~with respect to the compensation planning process.

With respect to the specific ~~2012~~2014 compensation initiatives detailed in the Compensation Discussion and Analysis section of this proxy statement (i.e., ~~2012~~2014 base salaries, bonus targets (and subsequent payouts) and equity grants), the bulk of the work related to the ~~2012~~2014 compensation ~~initiatives~~process occurred between October ~~2011~~2013 and late February ~~2012.~~2014. During that time, the Compensation Committee met formally on six occasions to review and discuss executive compensation matters.

In October ~~2011,~~2013, the Compensation Committee met to discuss and plan the steps to be taken during the compensation planning process over the following months and to ~~select~~review the peer group that would be used in the compensation process. The Compensation Committee settled on, among other things, Mercer's and ~~senior~~ management's role in the planning process and agreed that management would act as the primary liaison with Mercer to provide necessary information for Mercer's review and discuss and review compensation proposals before formal presentation to the Compensation Committee. The Compensation Committee met in December ~~2011~~2013 to evaluate and discuss, among other things, the general structure orand underlying philosophy of the ~~2012~~2014 bonus plan and equity awards and to ~~hear~~receive Mercer's analysis and recommendations with respect ~~thereto;~~to the bonus plan and equity awards; two times in January ~~2012~~2014 to discuss, among other things, the Company's ~~2012~~2013 performance and the Chief Executive Officer performance evaluation process; and again in early February ~~2012~~2014 to discuss more detailed aspects of the plans, from individual

bonus targets and equity awards to specific funding and vesting provisions. ~~The~~In early February 2014, the Compensation Committee ~~met again in February 2012 and~~ approved the target compensation of the Company's executive officers for ~~2012~~2014 (other than that of the Chief Executive Officer), reviewed senior executive compensation with the Board and formally reviewed, and recommended that the Board approve, the target compensation of the Chief Executive Officer (which the Board subsequently approved without the presence or participation of the Chief Executive Officer). ~~The Committee also met~~At its meeting in late February ~~2012 to determine~~2014, the Committee also determined whether the performance criteria of the ~~2009 restricted stock~~2011 performance share units ("PSUs") granted to the ~~Chief Executive Officer~~Company's executive officers had been met and whether such ~~RSUs~~PSUs should therefore vest, and ~~to approve~~approved the 2014 form of executive officer performance share unit award ~~agreements.~~agreement and 2014 equity awards to the Company's Chief Executive Officer and other executive officers.

During the compensation planning process, the General Counsel and other Company employees interacted often with Mercer outside the context of Compensation Committee meetings to discuss a range of issues, including specific compensation proposals for executives, the structure of equity awards (i.e., the structure of the performance share units described in the Compensation Discussion and Analysis section of this proxy statement) and proposed funding mechanisms and structure of the ~~2012~~2014 bonus plan.

In connection with the specific recommendations on the design of the ~~2012~~2014 bonus plan and ~~2012~~2014 equity awards (e.g., number of ~~shares/~~units to be granted and specific performance thresholds), the Chief Executive Officer developed recommendations based on guidance given by the Compensation Committee. Those ~~specific~~ recommendations were reviewed with Mercer and, ~~revised accordingly,~~ if appropriate, ~~before presentation~~further refined, and ~~detailed review~~were then presented to and reviewed in detail by the Compensation Committee. The final elements of the ~~2012~~2014 bonus plan and equity awards were the result of an iterative process and aspects of each were refined and changed during the process as a result of the Compensation Committee's direction.

In early ~~2013,~~2015, as described more fully in the Compensation Discussion and Analysis section of this proxy statement, the Compensation Committee determined funds to be allocated to the ~~2012~~2014 senior executive bonus pool and amounts to be paid to individual executive officers under the ~~2012~~2014 bonus plan.

Additional information on the Compensation Committee's consideration of executive compensation is addressed in the Compensation Discussion and Analysis section of this proxy statement.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Messrs. James M. Guyette, Howard W. Barker, Jr. and Thomas E. ~~Rothman.~~Rothman and Ms. Nancy B. Peretsman. Mr. Guyette is Chairman of the Nominating and Corporate Governance Committee. The Board has determined that each member of the Nominating and Corporate Governance Committee is an independent director based on ~~the~~The NASDAQ Stock Market's listing rules. The Nominating and Corporate Governance Committee's primary purposes are to: (a) from time to time as deemed necessary or desirable in light of the needs of the Company and the Board, identify individuals believed to be qualified to become members of the Board, consistent with criteria approved by the Board and set forth in the Company's Corporate Governance Principles, and to nominate or recommend to the Board for nomination candidates to stand for election as directors at the annual meeting of stockholders; (b) identify members of the Board qualified to serve on and fill vacancies on any committee of the Board (including the Nominating and Corporate Governance Committee) and to recommend that the Board appoint the identified member or members to the respective committee; (c) assess whether candidates to join the Board would be "independent" under the listing rules of ~~the~~The NASDAQ Stock Market; (d) establish procedures to receive prompt notification of changes in a director's circumstances that may affect his or her qualifications or independence as a director and review such information and make recommendations as deemed appropriate; (e) review and consider the effectiveness of the Company's Corporate Governance Principles at least once a year and, if appropriate, recommend to the Board any suggested modifications or changes to those principles; (f) review, at least annually, the Company's Code of Conduct and, if appropriate, recommend to the Board any suggested modifications or changes thereto; and (g) design a process for the Board to conduct a self-evaluation at least annually.

A copy of the Nominating and Corporate Governance Committee's Charter is available ~~in the Investor Relations section of~~on the Company's ~~priceline.com~~corporate website (~~www.priceline.com~~www.pricelinegroup.com) under the tab ~~"Corporate Governance.~~"For Investors." The Nominating and Corporate Governance Committee met ~~six~~four times in ~~2012.~~2014. The Nominating and Corporate Governance Committee approved and recommended to the Board of Directors the ~~nine~~eleven director nominees standing for election at the Annual Meeting.

Leadership Structure

Mr. Boyd, who served as the Company's Chief Executive Officer from 2002 until 2013, currently serves as Chairman of the Board. The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes that it is in the Company's best interests and those of the Company's stockholders to make that determination from time to time based on the needs of the Company and the Board. The Board has determined that ~~having~~ separating

the ~~Company's~~roles of Chief Executive Officer ~~serve as~~and Chairman is currently in the Company's best interests and those of the Company's ~~stockholders,~~stockholders. Mr. Boyd's continued leadership as the Chairman of the Board provides an important connection between the non-employee directors on the Board and ~~that~~Mr. Huston, the ~~combined roles of Chairman and~~Company's Chief Executive Officer, ~~is an interim structure that best accomplishes continuity of leadership in~~due to Mr. Boyd's recent service as Chief Executive Officer and resulting familiarity with the Company's operations. In light of Mr. ~~Bahna's upcoming retirement from~~Boyd's recent service as an executive officer of the Company, the Board ~~and its long-term succession planning. In order to enhance~~maintains the ~~Board's active and objective oversight~~position of Lead Independent Director. Mr. Guyette, the Chairman of the ~~Company's management, the Board has appointed Mr. Guyette to act~~Nominating and Corporate Governance Committee, serves as the ~~Board's~~ Lead Independent Director. The responsibilities of the Lead Independent Director can be found ~~in the Investor Relations section of~~on the Company's ~~priceline.com~~corporate website ~~(www.priceline.com)~~(www.pricelinegroup.com) under the tab ~~"Corporate Governance." Among~~"For Investors" and include, among other things, ~~these responsibilities include:~~the following:

~~presiding over~~to call, set the agenda for and ~~leading~~lead meetings and executive sessions of the independent directors;

~~calling, setting the agenda for, presiding over and leading meetings of the independent directors;~~

~~serving as the principal liaison between the independent directors and the Chairman;~~

~~working~~consult with the ~~Chairman to ensure that appropriate~~Board Chairperson and ~~sufficient information flows from management to the Board in a timely manner;~~

~~in consultation with~~ the Chief Executive Officer ~~approving agendas for~~regarding Board ~~meetings;~~meeting agendas;

~~together~~from time to time as the Lead Independent Director deems necessary or appropriate, consult with the Board Chairperson and the Chief Executive Officer ~~recommending~~as to the ~~Nominating~~quality, quantity and ~~Corporate Governance Committee~~timeliness of the flow of information from management that is necessary for the independent directors to perform their duties effectively;

if requested by stockholders, ensure availability, when appropriate, for ~~committee assignments;~~consultation and direct communication with stockholders; and

~~authorizing~~authorize the retention of outside ~~advisers~~advisors and consultants who report directly to the Board.

Board's Oversight of Risk

The Company's risk management activities include the identification and assessment of the key risks facing the Company among the universe of business risks (e.g., strategic, operational, financial, privacy and ~~regulatory/~~data protection, security and technology, and legal, regulatory and compliance risks). These key risks are identified across the organization from multiple regions and functions, in a process ~~overseen~~undertaken generally by the Company's internal audit function ~~which reports to~~and overseen primarily by the Company's Audit Committee. The Board and Audit Committee review these risks at least on an annual basis after they

have been identified and assessed by management. The Board, or a committee of the Board, regularly reviews the initiatives put in place to mitigate the effects of these risks. These reviews include updates throughout the year from the businesses, regions and functions from which the key risks arise. Depending on the risk, the update may be presented to the full Board or if appropriate to a committee of the ~~Board.~~Board, which will report to the full Board as appropriate. The Board's and each committee's role is one of oversight, recognizing that management is responsible for executing the Company's risk management policies. The oversight of risk within the organization is an evolving process requiring the Company to continually look for opportunities to further embed systematic enterprise risk management into ongoing business processes across the organization. The Board actively encourages management to continue to develop this process.

In addition to the Board's role in enterprise risk management, various committees of the Board are also responsible for the oversight of certain risks. The Audit Committee is charged with oversight of management's risk assessment and management processes generally as well as the Company's major financial risk exposures and the steps taken to monitor and control these exposures. The Audit Committee also oversees the Company's internal control over financial reporting and risk management relating to the Company's hedging activities and use of derivative instruments. And, the Audit Committee is responsible for overseeing the Company's risk assessment and management processes and activities related to privacy, data protection, security and technology, as well as general operational, business continuity, legal, regulatory and compliance risks. In this regard, for years the Company's Audit Committee has met regularly with the Company's management with responsibility for privacy, data protection, security and technology risks to discuss these risks, risk management activities and efforts, best practices, lessons learned from incidents at other companies as well as at the Company, the effectiveness of the Company's security measures and other related matters. In addition, members of management responsible for the Company's internal audit and compliance functions meet with the Audit Committee regularly, including in executive sessions without other members of management present, to report on the areas of their responsibility. The Audit Committee is committed to effective, involved oversight of management's risk assessment and management efforts.

The Compensation Committee oversees risks related to compensation programs and regularly reviews and assesses the Company's compensation policies and practices, including those applicable to the Company's named executive officers, to determine whether they incentivize undesired risk-taking. The Compensation Committee believes that the Company's compensation programs do not create or encourage excessive risk-taking that is reasonably likely to have a material adverse effect on the Company or its business.

1516

Security Ownership of

Certain Beneficial Owners and Management

The following table sets forth certain information known to the Company with respect to beneficial ownership of the Company's common stock as of March ~~20, 2013~~31, 2015 by (1) each person known by the Company to be the beneficial owner of more than 5% of the Company's common stock; (2) each member of the Board; (3) the Company's Chief Executive Officer, Chief Financial Officer and each of its other named executive officers in the Summary Compensation Table in this proxy statement; and (4) all directors and executive officers as a group. The percentage of shares owned is based on ~~50,060,213~~51,834,590 shares outstanding as of March ~~20, 2013.~~31, 2015.

SHARES BENEFICIALLY OWNED^(a)

NAME OF BENEFICIAL OWNER

NUMBER

PERCENT

NUMBER

PERCENT

Jeffery H. Boyd^(b)

203,354

142,888

Tim Armstrong

—

Ralph M. Bahna

57,079

Darren Huston

8,902

Tim Armstrong^(c)

—

Howard W. Barker, Jr.(d)

3,171

—

Jan L. Docter^(c)(e)

5,524

6,082

Jeffrey E. Epstein^(d)(f)

18,705

5,504

James M. Guyette

5,871

3,978

Nancy B. Peretsman^(e)

3,500

Thomas E. Rothman

—

Craig W. Rydin

3,806

Charles H. Noski

—

Nancy B. Peretsman^(g)

3,300

Thomas E. Rothman^(h)

—

Craig W. Rydin⁽ⁱ⁾

187

Daniel J. Finnegan

19,171

15,251

Darren Huston

—

Glenn D. Fogel

11,631

17,623

Peter J. Millones

3,903

3,803

T. Rowe Price Associates, Inc.^(f)

4,627,906

9.2

BlackRock Inc.^(g)

3,812,408

7.6

FMR LLC^(h)

2,501,933

5.0

All directors and executive officers as a group (15 persons)⁽ⁱ⁾

338,686

Chris Soder

2,501

T. Rowe Price Associates, Inc.^(j)

5,070,564

9.8%

The Vanguard Group^(k)

2,759,861

5.3%

BlackRock Inc.^(l)

2,642,861

5.1%

All directors and executive officers as a group (16 persons)^(m)

211,951

Compensation Committee Interlocks and Insider Participation

As noted above, the Compensation Committee is currently comprised of four non-employee, independent directors: Messrs. Armstrong, Epstein, Guyette and Rydin. No member of the Compensation Committee is or was formerly an officer or an employee of the Company or had any related person transaction required to be disclosed in which the Company was a participant during the last fiscal year. In addition, no executive officer of the Company serves on the compensation committee or board of directors of a company for which any of the Company's directors serves as an executive officer.

Certain Relationships and Related Transactions

Review and Approval or Ratification of Related Person Transactions

The Audit Committee of the Board of Directors, pursuant to a written policy, reviews all relationships and transactions in which the Company participates and in which any related person has a direct or indirect material interest and the transaction involves or is expected to involve payments of $120,000 or more in the aggregate per fiscal year. The Company's legal staff is primarily responsible for gathering information from the directors and executive officers. Related person transactions are generally identified in:

questionnaires annually distributed to the Company's directors and executive officers;

certifications submitted annually by the Company's executive officers and directors related to their compliance with the Company's Code of Conduct; and

communications made directly by the related person to the General Counsel.

As required under SEC rules, transactions in which the Company participates and in which any related person has a ~~director~~direct or indirect material interest and the amount involved exceeds $120,000 are disclosed in the Company's proxy statement. In addition, the Audit Committee reviews and approves or ratifies any related person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related party transaction, the Audit Committee will consider:

the nature of the related person's interest in the transaction;

the material terms of the transaction, including, without limitation, the amount and type of transaction;

the importance of the transaction to the related person;

the importance of the transaction to the Company;

whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and

any other matters the committee deems appropriate.

Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction; provided, however, that such director may be counted in determining the presence of a quorum at a meeting that considers the transaction. This process is included in the Company's Corporate Governance Principles, which is available on the ~~Investor Relations section of the~~ Company's ~~priceline.com~~corporate website ~~(www.priceline.com)~~(www.pricelinegroup.com) under the tab ~~"Corporate Governance.~~"For Investors."

~~Club Quarters~~

Ralph Bahna, a director of the Company who is retiring from the Board effective as of the Annual Meeting, serves as the chairman of Club Quarters, an international group of hotels, of which Masterworks Development Corporation, controlled by Mr. Bahna, is a minority stakeholder. During the year ended December 31, 2012, in the ordinary course of business the Company facilitated the reservation of hotel rooms by Company customers at Club Quarters hotels. The Club Quarters hotel room reservations by Company customers (including customers of the Company's subsidiaries) during 2012 represented less than 0.07% of the total hotel room night reservations made through the Company, including its subsidiaries, during 2012. Club Quarters received approximately $22.6 million of bookings through the Company (and its subsidiaries) in 2012, approximately $2.5 million of which was paid by the Company to Club Quarters in connection with "merchant" hotel transactions.

4452

PROPOSAL 2

Ratification of Selection of

Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company's financial statements. The Audit Committee has selected Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, ~~2013.~~2015. The Audit Committee is responsible for the audit fee negotiations associated with the Company's retention of Deloitte & Touche LLP. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent external audit firm. Further, in conjunction with the mandated rotation of the audit firm's lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of Deloitte & Touche LLP's new lead engagement partner. The Company is submitting the Audit Committee's selection of independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Deloitte & Touche LLP has audited the Company's financial statements since July 1997. The Company expects that representatives of Deloitte & Touche LLP will be present at the Annual Meeting, will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions.

The Company's ~~By-laws~~By-Laws do not require that the stockholders ratify the selection of the Company's independent registered public accounting firm. However, the Company is submitting the selection of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate ~~practice. If~~governance. Although the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as the Company's independent external auditor is in the best interests of the Company and its stockholders, if the stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year, if it determines that such a change would be in the best interests of the Company and its stockholders.

With respect to Proposal 2, the ratification of the selection of Deloitte & Touche LLP to act as the Company's independent auditors requires approval by a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 2, abstentions will have the same effect as a vote against the matter.

The Board of Directors recommends a vote FOR Proposal 2.

4553

Report of the Audit Committee of the Board of Directors

The Audit Committee has the responsibility to, among other things, oversee and review the preparation of the Company's consolidated financial statements, the Company's system of internal controls and the qualifications, independence and performance of the Company's independent registered public accounting firm. The Audit Committee has the sole authority and responsibility to select, evaluate and, when appropriate, replace the Company's independent registered public accounting firm. The specific duties and responsibilities of the Audit Committee are described in the charter of the Audit Committee, which is available ~~in the Investor Relations section of~~on the Company's ~~priceline.com~~corporate website (~~www.priceline.com~~www.pricelinegroup.com) under the tab ~~"Corporate Governance.~~"For Investors." The Board has determined that each member of the Audit Committee is an independent director based on ~~the~~The NASDAQ Stock Market's listing rules and that each member of the Audit Committee also satisfies the SEC's additional independence requirements for members of audit committees. In addition, the Company's Board of Directors has determined that each of Howard W. Barker, Jr. ~~and~~, Jeffrey E. Epstein and Charles H. Noski is an "audit committee financial expert," as defined by SEC rules.

Management is responsible for the financial reporting process, including the Company's system of internal controls, and for the preparation of the Company's consolidated financial statements in accordance with generally accepted accounting principles. The independent auditors are responsible for performing an independent audit of the Company's consolidated financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) ("PCAOB") and to issue a report thereon. The Audit Committee's responsibility is to oversee and review these processes. The Audit Committee is not, however, professionally engaged in the practice of accounting or auditing and does not provide any expert or other special assurance or professional opinion as to the sufficiency of internal and external audits, whether the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles or on the effectiveness of the Company's system of internal control.

The Audit Committee met ~~ten~~eight times in ~~2012.~~2014.

Review and Discussions with Management

The Audit Committee has reviewed and discussed the Company's audited financial statements for the year ended December 31, ~~2012~~2014 with the Company's management.

Review and Discussions with Independent Accountants

The Audit Committee has discussed with Deloitte & Touche LLP, the Company's independent registered public accounting firm, the matters required to be discussed by applicable PCAOB standards, which include, among other items, matters related to the conduct of the audit of the Company's financial statements.

The Audit Committee has also received the written disclosures and the letter from Deloitte & Touche LLP required by PCAOB Rule 3526 ("Communication With Audit Committees Concerning Independence") and has discussed with Deloitte & Touche LLP its independence with respect to the Company. In addition, the Audit Committee has considered whether Deloitte & Touche LLP's provision of non-audit services is compatible with maintaining its independence. The Audit Committee's meetings include, whenever appropriate, executive sessions with Deloitte & Touche LLP without the presence of the Company's management.

Conclusion

Based on the review and discussions referred to above, and the Audit Committee's review of the representations of management and the report of the independent registered public accounting firm, the Audit Committee recommended to the Board that the Company's audited consolidated financial statements and management's assessment of internal control over financial reporting be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2012.~~2014.

SUBMITTED BY THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

Howard W. Barker, Jr., Chairman

Jeffrey E. Epstein

Charles H. Noski*

Craig W. Rydin

* Mr. Noski joined the Audit Committee on March 1, 2015, and therefore did not participate in the reviews, discussions and recommendations of the Audit Committee discussed in this report.

4654

Auditor Independence

Deloitte & Touche LLP is the Company's independent registered public accounting firm. The aggregate fees billed for professional services by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, "Deloitte") in ~~2012~~2014 and ~~2011~~2013 were as follows:

Audit Fees. The aggregate fees billed for professional services rendered by Deloitte ~~& Touche LLP~~ for the audit of the Company's consolidated financial statements included in Form 10-K, review of financial statements included in Form 10-Qs and audit of management's assessment of internal controls, for services related to debt offerings, equity offerings and acquisitions, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, were approximately ~~$2.0~~$5.6 million for the year ended December 31, ~~2012~~2014 and approximately ~~$1.6~~$3.4 million for the year ended December 31, ~~2011.~~2013.

Audit Related Fees. The aggregate fees billed for assurance and related services by Deloitte ~~& Touche LLP~~ that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit Fees" above were approximately ~~$489,000~~$119,000 for the year ended December 31, ~~2012~~2014 and approximately ~~$166,000~~$137,000 for the year ended December 31, ~~2011.~~2013. Audit related services included services for matters such as audits of employee benefit plans ~~debt offerings, equity offerings, acquisitions~~ and other domestic services.

Tax Fees. The aggregate fees billed for professional services rendered by Deloitte ~~& Touche LLP~~ for tax compliance, tax advice and tax planning were approximately ~~$217,000~~$67,000 for the year ended December 31, ~~2012~~2014 and approximately ~~$183,000~~$76,000 for the year ended December 31, ~~2011.~~2013. Tax related services included preparation and review of tax returns and consultation related to tax strategies and planning, compliance and state and local tax regulatory matters.

All Other Fees. ~~There were no~~The aggregate fees billed ~~by Deloitte & Touche LLP~~ for other services rendered ~~during~~by Deloitte were approximately $2,600 for the ~~years~~year ended December 31, ~~2012~~2014 and ~~2011.~~approximately $2,000 for the year ended December 31, 2013, and in each case relate to a license for an online accounting research tool.

Pre-Approval Policies and Procedures. The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit work performed by ~~Deloitte & Touche LLP.~~Deloitte. All audit related services, tax services and other services must be pre-approved by the Audit Committee or the Chair of the Audit Committee. In accordance with the Company's policy and applicable SEC rules and regulations, the Audit Committee or its chairperson pre-approves services provided to the Company by Deloitte ~~& Touche LLP~~ ("Auditor Services"). Pre-approval is detailed as to the particular service or category of services. If Auditor Services are required prior to a regularly scheduled Audit Committee meeting, the Audit Committee chairperson is authorized to approve such services, provided that they are consistent with the Company's policy and applicable SEC rules and regulations, and that the full Audit Committee is advised of such services at the next regularly scheduled Audit Committee meeting. Deloitte ~~& Touche LLP~~ and management periodically report to the Audit Committee regarding the extent of the Auditor Services provided by Deloitte ~~& Touche LLP~~ in accordance with this pre-approval, and the fees for the Auditor Services performed to date. All audit related services, tax services and other services described above were pre-approved by the Audit Committee, which concluded that the provision of such services by Deloitte ~~& Touche LLP~~ was compatible with the maintenance of that firm's independence in the conduct of its auditing functions.

4755

PROPOSAL 3

Advisory Vote to Approve Executive Compensation

At the Company's ~~2012~~2014 annual meeting of stockholders, ~~more than 97%~~96.7% of ~~the~~ shares ~~voted~~present and entitled to vote (which includes abstentions but not broker non-votes) were ~~cast~~voted in support of the Company's executive compensation program, which has remained substantially unchanged. In addition, at the 2011 annual meeting of stockholders the Company's stockholders supported an annual frequency for this advisory vote. In light of the voting results, and consistent with the Board's prior recommendation to the Company's stockholders, the Board has determined that, until the next required stockholder vote on frequency of future advisory votes on the Company's executive compensation or until the Board of Directors determines that such vote will be conducted at a different frequency, the Company will seek advisory approval of its executive compensation on an annual basis. This non-binding advisory vote is being provided as required pursuant to Section 14A of the Exchange Act and applicable SEC rules. Accordingly, the Board is submitting athis non-binding stockholder vote to approve the Company's executive compensation for ~~2012~~2014 as described in this proxy statement (commonly referred to as "say-on-pay").

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED."

This non-binding advisory vote on executive compensation will be considered approved by the affirmative vote of a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 3, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote. Although this vote is non-binding, the Board and the Compensation Committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions.

As described in detail under Compensation Discussion and Analysis, the Company's compensation program is designed to attract, motivate and retain highly talented individuals at all levels of the global organization and incentivize decision making and management focus that is designed to enhance long-term stockholder value. The Company believes that its compensation program, with its balance of short-term incentives (including performance based cash bonus awards) and long-term incentives (including performance based equity awards that vest after three years), and share ownership guidelines reward sustained performance that is aligned with long-term stockholder interests. Stockholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure included in this proxy statement.

The Board of Directors recommends that you vote FOR the approval, on an advisory basis, of the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

4856

PROPOSAL 4

~~Amendments~~Stockholder Proposal Concerning Stockholder Action by Written Consent

Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of not less than 10 shares of the Company’s common stock, has given notice that he intends to present the following proposal at the Annual Meeting:

Proposal 4 - Right to Act by Written Consent

Resolved, Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.

The shareholders of Wet Seal (WTSLA) successfully used written consent to replace certain underperforming directors in 2012. This proposal topic also won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent.

Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A study by Harvard professor Paul Gompers supports the concept that shareholder dis-empowering governance features, including restrictions on shareholder ability to act by written consent, are significantly related to reduced shareholder value.

A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the ~~priceline.com Incorporated 1999 Omnibus Plan~~attention of both management and shareholders outside the annual meeting cycle.

A shareholder right to act by written consent is one method to equalize our limited provisions for shareholders to call a special meeting. Delaware law allows 10% of shareholders to call a special meeting. However it takes 25% of Priceline shareholders to call a special meeting.

Please vote to protect shareholder value:

Right to Act by Written Consent - Proposal 4

Board of Directors Statement in Opposition to Proposal 4.

The Board of Directors Recommends a Vote AGAINST this Proposal 4.

First in 2011 and then again in 2012 and 2014, the proponent submitted substantially similar proposals that were rejected by the Company’s stockholders. In ~~February 1999,~~all three cases the Board of Directors carefully considered the proposals and whether any actual or perceived benefits of permitting stockholder action by written consent in lieu of a meeting outweighed the significant dangers and potentially serious negative consequences to both the Company ~~adopted~~and its stockholders associated with stockholder action by written consent. In each case, the ~~priceline.com Incorporated 1999 Omnibus Plan (the "Plan"), which was subsequently approved~~Board of Directors recommended stockholders vote against the proposal and our stockholders agreed. The Board of Directors has carefully reviewed and considered this Proposal 4, again weighing any potential benefits against the significant dangers and potentially serious negative consequences to both the Company and its stockholders associated with stockholder action by written consent, as well as, among other things, the ~~Company's stockholders. The Company's stockholders subsequently approved amendments to~~Company’s overall corporate governance practices and specific circumstances, the ~~Plan, including approving the current version~~ability of the ~~Plan~~Company’s stockholders to act at annual meetings and to call special meetings of stockholders, and the recent and consistent votes of the Company’s stockholders on this issue in ~~2008. Since~~2011, 2012 and 2014.

After due consideration, the ~~Plan's adoption, awards have made under~~Board of Directors continues to believe that this Proposal to permit stockholder action by written consent is not in the ~~Plan to officers, other employees, consultants and directors~~best interests of the Company or its ~~subsidiaries from time to time.~~

The purpose of the Plan is to increase stockholder value by aligning the selected participants' interests with those of the Company, its affiliates and its stockholders through increased stock ownership, by assisting the Company in attracting, retaining and motivating the best available talent for the successful conduct of its business and, in some cases, by providing a performance incentive by conditioning the vesting of awards on the achievement of specified business goals. The Plan is structured to allow the Compensation Committee broad discretion in selecting criteria for the vesting of awards granted under the Plan.

The Plan has been and continues to be essential to the Company's success in recruiting and retaining critical talent, and the Company believes its use of the Plan to provide equity incentives to executives and other employees has been key to the effective management of the Company and the creation of significant stockholder value over the last several years. The Board believes that providing directors, officers and employees with equity incentives such as restricted stock units and performance share units will contribute substantially to the Company's continued success by further aligning the interests of management with those of the Company's stockholders. Additionally, the Company's overall compensation philosophy places significant emphasis on equity compensation to reward, incentivize and retain management and key employees. Providing employees with the opportunity to share in the Company's success through equity participation has been a key component in its success, which could not have been achieved without the dedication and productivity of the Company's employees.

~~Since 2008, the last time the Company asked~~Permitting stockholders to ~~approve an increase~~act by written consent is not necessary to protect stockholder interests given our numerous corporate governance practices already in ~~the shares reserved for grant under the Plan, the~~place, and may instead harm stockholder interests by compromising stockholder democracy, circumventing advantages provided by stockholder meetings and creating confusion and wasting Company ~~has grown tremendously:~~

~~gross bookings have grown by 285% from $7.4 billion in 2008 to $28.5 billion in 2012;~~

~~adjusted EBITDA has grown by 422% from $378 million in 2008 to $1.97 billion in 2012;~~

~~headcount has grown by 429% from approximately 1,324 employees as of February 15, 2008 to approximately 7,000 employees as of December 31, 2012; and~~

~~the Company acquired rentalcars.com (formerly known as TravelJigsaw) and has entered into an agreement to purchase KAYAK Software Corporation (which it expects to close during the first half of 2013).~~

This growth has lead and will likely continue to lead to increased organizational complexity and the need for additional management resources and personnel experienced managing large, diverse and global Internet commerce businesses. Competition for highly talented and experienced senior executives in the Company's industry is intense and often focused in particular geographies such as Silicon Valley, resulting in the need to offer increased compensation packages to attract such personnel. Such compensation packages often include significant equity awards. As the Company continues its efforts to grow and return stockholder value, the granting of equity awards will continue to be critical to the Company's ability to recruit, motivate, incentivize and retain employees that can perform at the highest levels.

In addition, the use of equity awards has provided the Company with the strategic flexibility needed to pursue acquisitions and then retain, motivate and incentivize key employees of the acquired businesses, as well as to recruit new employees for those businesses as they have grown. The Company believes this flexibility will continue to be important in the event it pursues future acquisitions.resources.

As ~~of March 31, 2013, there remained only 447,256 shares unallocated~~amply demonstrated by the Company’s corporate governance structure and ~~available for future issuance under the Plan. In view of the critical importance of the Plan,~~practice, the Board ~~proposes~~of Directors believes in and is committed to good corporate governance and in providing stockholders with meaningful access to the Company. The Company has adopted a number of sound corporate governance practices that are designed to ensure that the ~~Plan be amended~~Company remains transparent and accountable to ~~increase the maximum number~~its stockholders, several of shares of common stock reserved for the grant or settlement of awards under the Plan from 9,195,833 to 11,595,833, subject to adjustment pursuant to the terms of the Plan. In 2000, 2001, 2005 and 2008, the Plan was amended and restated to increase the number of shares available under the Plan, and the Company believes that the proposed increase in the number of shares available for grant at this time under the 1999 Omnibus Plan would not only support the Company's efforts to retain, motivate and incentivize its employees and its expected continued growth, but also provide the Company with necessary flexibility should the opportunity to consummate future strategic transactions present itself.

In 2012, the Company granted awards under the Plan to 612 individuals covering 155,427 shares of common stock (assuming the maximum number of shares issuable pursuant to all such awards is issued), and so far in 2013 the Company has granted awards under the Plan to 683 individuals covering 237,418 shares of common stock (assuming the maximum number of shares issuable pursuant to all such awards is issued). In addition, the Company anticipates making additional equity awards in 2013 in connection with the acquisition of KAYAK Software Corporation and potential new hires during the year. For these reasons, the Company currently expects to exhaust the current share reserve under the Plan within approximately eighteen months. If the amendments to the Planwhich are not approved, the Company may be compelled to increase significantly the cash component of its employees' compensation, which would diminish the alignment of long-term interests between the Company's employees and its stockholders. Replacing equity awards with cash would also result in the use of cash that might be better utilized if reinvested in the Company's businesses, used in strategic transactions or returned to stockholders.summarized below:

~~As stated above, if approved,~~Annual Meetings. At each annual meeting of stockholders, stockholders have the ~~amended and restated Plan's share reserve will increase~~ability to vote on important matters that are presented at the ~~number~~meeting, including the annual election of ~~shares that the Company may issue pursuant to equity awards by 2,400,000~~shares. In total, if the amended and restated Plan is approved, 11,595,833 shares would be available for issuance under the Plan, of which 8,138,301 shares have already been issued and 610,276 shares are subject to currently outstanding awards (assuming that performance-vested awards achieve maximum performance and therefore the maximum number of shares issuable pursuant to such awards is issued). Assuming that all of the currently outstanding equity awards under the Plan vest (and all performance-vested awards vest in the maximum number of shares) and shares are issued pursuant thereto, after the proposed increase of 2,400,000 shares to the Plan there would be a total of 2,847,256 shares available for future issuance under the Plan. Based on the closing price for the Company's common stock on March 28, 2013 of $688.16 per share, the aggregate market value as of March 31, 2013 of the 2,847,256 shares not subject to currently outstanding awards and proposed to be available for future issuance under the Plan was $1.96 billion.

The Board, the Compensation Committee and the Company's management team place great importance on the responsible management of the Company's equity plans, including the granting of equity awards. In administering the Company's equity compensation program, the Company considers its "burn rate" in evaluating the impact of the program on stockholders. The Company defines "burn rate" as the number of shares issuable pursuant to equity awards granted during the year -- assuming the maximum number of shares issuable pursuant to performance-vested awards is issued -- divided by the weighted average number of shares outstanding during the year. The Company's three-year average burn rate is calculated by dividing the aggregate number of shares subject to awards granted during the applicable three-year period by the sum of the annual weighted average number of shares outstanding during each year of the applicable three-year period. The Company's three-year average burn rates for 2008-2010, 2009-2011 and 2010-2012 were 1.01%, 0.65% and 0.48%, respectively. The Company uses burn rate to measure the potential dilutive effect of its equity awards.

Further, as of March 31, 2013, outstanding equity awards, assuming the maximum number of shares issuable under such awards, represent potential dilution of 1.2% (based on 50,060,208 shares outstanding and 610,276 shares subject to outstanding equity awards assuming maximum issuance). All outstanding equity awards and the shares available for grant under the Plan as of March 31, 2013 together represent potential dilution of 2.1% (based on 50,060,208 shares outstanding, 610,276 shares subject to outstanding equity awards assuming maximum issuance and 447,256 shares available for future grant). And, if the share reserve increase is approved, the potential dilution would be 6.5% (based on 50,060,208 shares outstanding, 610,276 shares subject to outstanding equity awards assuming maximum issuance and 2,847,256 shares available for future grant). The Company believes its burn rate and dilution are reasonable, at the low end of comparable metrics for the Compensation Peer Group and low compared to industry norms for Internet and technology companies.

In determining the number of shares to request for the increase in the Plan's share authorization, the Company's management team worked with Mercer, the Compensation Committee's independent compensation consultant, and the Compensation Committee to evaluate the Company's share usage over the last five years since the share reserve was last increased, the Company's share availability under the Plan, the potential dilution to stockholders of the additional shares and potential stock price volatility. The Company's goal in determining the number of shares to request for the increase in the Plan's share authorization was to arrive at a number that would provide sufficient shares for approximately five years of future grants, although this period could be longer or shorter depending on, among other things, actual awards granted, changes in grant practices due to market conditions or other reasons, the effect of any future acquisitions (including KAYAK), the market value of the Company's stock and organic business growth. However, the Company does not have specific plans or commitments (other than as may be agreed with individual new hires) for future award amounts nor has it prepared specific future annual award budgets. Instead, the Company considered:

~~its past grant history;~~

~~its compensation philosophies and program (as more fully described above in the~~ ~~Compensation Discussion and Analysis~~ ~~section of this proxy statement);~~

~~the historic growth of the Company's employee base both through acquisitions and generally;~~

~~the Company's expectation of future organic growth;~~

~~the possibility of future acquisitions; and~~

~~the desire to have sufficient flexibility and cushion to meet the Company's needs during that period and being prepared for changing market conditions during that period.~~

The Company believes five years is an appropriate time horizon for the request so that the Company will have certainty of the availability of shares under the Plan for a reasonable period of time so as to effectively manage the business during that period while ensuring that stockholders have the opportunity to evaluate and vote on the allocation of shares under the Plan with regular frequency. In addition, the Company used a commercially available modeling tool to assist it in determining the number of shares by which to increase the pool and, based on the use of the tool, the request for the increase in shares is well within industry standards.

Although the Company does not have specific estimates or plans for equity awards over the next five years, management, Mercer and the Compensation Committee did consider various scenarios under differing assumptions when determining the number of shares to request for the increase in the Plan's share authorization. These scenarios included various assumptions regarding organic growth and resulting increases in headcount, the possibility of future acquisitions and the number of employees and potential resulting equity awards that could result and potential future stock price volatility.

The Company also considered the potential availability of additional shares that may become available for future grant pursuant to equity plans to be assumed in the proposed acquisition of KAYAK, as well as the restrictions on the use of such shares imposed under applicable rules of the NASDAQ Stock Market, which provide that such shares may only be granted to KAYAK employees or to employees hired by the Company (or its other subsidiaries) after the date of the closing of the acquisition. The Company estimates that approximately 27,000 shares will be available for future grant under the KAYAK equity plans after the acquisition. Upon completion of the KAYAK acquisition, the Company will amend the KAYAK 2012 Equity Incentive Plan to terminate its "evergreen" provision.

If the amended and restated Plan is approved, the Company intends to utilize the shares authorized under the Plan to continue its practice of incentivizing key individuals through annual equity grants. If the amended and restated Plan is not approved, the Company's ability to effectively manage the business and attract, motivate, incentivize and retain talented employees will be harmed.

The Company believes that it has demonstrated a commitment to sound equity compensation practices in recent years, and that its equity compensation practices have been key to the effective management of the Company and the creation of significant stockholder value over the last several years. The Company recognizes that equity compensation awards dilute stockholder ownership, so the Company has carefully managed its equity incentive compensation to ensure that a significant portion is tied to performance metrics that have a direct impact on the creation of stockholder value. The Company's equity compensation practices are intended to be competitive and consistent with market practices, and the Company believes its historical share usage has been responsible and mindful of stockholder interests, as described above and in the ~~Compensation Discussion and Analysis~~ ~~section of this proxy statement.~~

In addition to the increase in the share reserve under the Plan, the proposed amendments to the Plan would also make a few other changes to update and improve the Plan, as well as to extend its term. The principal other changes are as follows:

add four types of performance metrics that specifically relate to the Company's business to the definition of "Performance Goals," which could be used for purposes of grants of Section 162(m) qualified awards under the Plan, if the Committee decides to make such awards;

~~make explicit that employees, directors and consultants of subsidiaries of the Company may participate in the Plan;~~

~~make explicit that only the minimum amount of taxes are to be withheld through share withholding with respect to an award granted under the Plan;~~

specify that an agreement evidencing an award granted under the Plan may provide that the award be subject to cancellation or forfeiture under a clawback policy adopted by the Company or under any applicable law or national securities exchange rules and regulations;

~~provide flexibility with respect to the treatment of vesting during a leave of absence;~~

~~revise the definitions of "Company" and "Subsidiary" and add a successors provision to the Plan to take into account any potential restructurings of the Company and its corporate group; and~~

extend the term of the Plan for another ten years, until April 22, 2023 (ten years after approval by the Board of the Plan as amended and restated and submitted for stockholder approval at the Annual Meeting).

~~A description of the Plan, as it is proposed to be amended, follows. This description is only a summary and is qualified in its entirety by the provisions of the Plan, which is attached hereto as~~ ~~Appendix B~~. Terms not defined herein have the meanings given to such terms in the Plan. A majority of the outstanding shares of common stock present, in person or by proxy, at the Annual Meeting voting in favor of the proposed amendments to the Plan is required for its approval.Company’s directors.

~~The~~Special Meetings. If important matters arise between annual meetings of stockholders, the Company’s certificate of incorporation provides that the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the Board of Directors ~~recommends~~or stockholders holding at least twenty-five percent (25%) of the Company’s shares may call a special meeting of stockholders. If properly called, a special meeting of stockholders would provide all stockholders an opportunity to debate and vote ~~FOR~~on matters outside the annual meeting cycle. This twenty-five percent (25%) threshold for stockholders to call a special meeting was approved by the Company’s stockholders at the 2009 annual meeting and is less than the percentage that would be required to effect action by written consent under this Proposal 4.

~~Summary~~No Supermajority Voting Provisions. The Company’s certificate of ~~priceline.com Incorporated 1999 Omnibus Plan~~incorporation and By-Laws contain no supermajority voting provisions.

No Classified Board. The ~~Plan is intended~~Company does not have a classified board of directors. All directors are elected by the stockholders each year.

Majority Vote Standard. The Company has a majority vote standard in uncontested elections of directors, which means that directors will only continue to ~~promote~~serve if they receive the ~~interests~~support of a majority of shares cast.

Director Nominees; Proxy Access. Stockholders have the ability to recommend to the Company’s Nominating and Corporate Governance Committee potential nominees for election to the Board of Directors, which would be considered by the Committee in accordance with standards and procedures that the Company has adopted. Stockholders also have the opportunity to nominate individuals for election to the Board of Directors pursuant to our By-Laws and Delaware law and, in accordance with our By-Laws, to include nominees in the Company’s proxy statement in certain circumstances.

Board Communications. The Company continues to maintain its existing corporate governance mechanisms, including those described above in “Corporate Governance - Communications with the Board of Directors,” that afford all stockholders, regardless of the ~~Company by (1) providing employees, directors and consultants appropriate incentives and rewards~~level of share ownership, the ability to ~~encourage them to enter into and continue in the employ~~contact any of the ~~Company or its subsidiaries or affiliates, (2) aligning the interests of employees,~~Company’s directors, ~~and consultants with those of stockholders by providing employees, directors and consultants with~~ a ~~personal equity interest in the long-term success of the Company and (3) rewarding the long-term performance of individual officers, other employees, consultants and directors.~~

~~General~~

The Plan provides for the granting of equity awards to such officers, other employees, consultants and directors of the Company and its subsidiaries and affiliates as the Compensation Committee, which is the committee of the Board of Directors, appointed to administer the Plan, may approve from time to time. Awards under the Plan may be made in the form of incentive stock options, non-qualified stock options, restricted stock or other awards, such as restricted stock units and performance share units.

~~Stock Subject to the Plan~~

The maximum number of shares of common stock originally reserved for the grant or settlement of awards under the Plan was 1,562,500. On April 24, 2000, at the Company's 2000 Annual Meeting, the Plan was amended to, among other things, increase the maximum number of shares of common stock reserved for the grant or settlement of awards under the Plan from 1,562,500 to 4,229,166. On May 21, 2001, at the Company's 2001 Special Meeting, the Plan was amended to, among other things, increase the maximum number of shares of common stock reserved for the grant or settlement of awards under the Plan from 4,229,166 to 5,895,833. On January 24, 2005, at the Company's 2005 Annual Meeting, the Plan was amended to, among other things, increase the maximum number of shares of common stock reserved for the grant or settlement of awards under the Plan from 5,895,833 to 7,895,833. On June 8, 2008, at the Company's 2008 Annual Meeting, the Plan was amended to, among other things, increase the maximum number of shares of common stock reserved for the grant or settlement of awards under the Plan from 7,895,833 to 9,195,833.

The maximum number of shares of common stock reserved for the grant or settlement of awards under the Plan is currently 9,195,833 subject to adjustment as provided in the Plan. As described above, it is proposed that the maximum number of shares of common stock reserved for the grant or settlement of awards under the Plan be increased to 11,595,833.

No more than 1,250,000 shares of stock may be awarded in respect of options, no more than 416,666 shares of stock may be awarded in respect of restricted stock and no more than 833,334 shares of stock may be awarded in respect of other stock-based awards to a single individual in any given year during the life of the Plan. Awards (either as options, restricted stock or other awards) may be made in a manner consistent with Section 162(m) of the Internal Revenue Code of 1986, generally referred to as the "Code." Shares of common stock acquired upon the exercise or settlement of awards may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company in the open market, in private transactions

or otherwise. If any shares subject to an award are forfeited, canceled, exchanged or surrendered or if an award otherwise terminates or expires without a distribution of shares to the holder of such award, the shares of common stock with respect to such award will, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for awards under the Plan.

In addition, the following shares of stock shall not be added to the aggregate Plan limit described above (and therefore, in the case of (b) are counted against the aggregate Plan limit and in the cases of (a) and (c) are not considered available for future grant under the Plan): (a) shares of stock tendered in payment of the exercise price of an option; (b) shares of stock withheld by the Company to satisfy any tax withholding obligations; and (c) shares of stock that are repurchased by the Company with option proceeds.

Except as provided in an agreement evidencing the grant of an award, in the event that the Compensation Committee determines that any dividend or other distribution (whether in the form of cash, common stock, or other property), recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the common stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of holders of awards under the Plan, then the Compensation Committee will make such equitable changes or adjustments as it deems necessary or appropriate to any or all of the:

~~number and kind of shares of common stock or other property (including cash) that may thereafter be issued in connection with awards;~~

~~number and kind of shares of common stock or other property, including cash, issued or issuable in respect of outstanding awards;~~

exercise price, grant price, or purchase price relating to any awards, provided that, with respect to incentive stock options, such adjustment shall be made in accordance with Section 424(h) of the Code;

~~performance criteria with respect to an award; and~~

~~individual limitations applicable to awards.~~

~~Administration~~

The Plan is administered by the Compensation Committee, the composition of which is intended to satisfy the provisions of Section 162(m) of the Code and Rule 16b-3 promulgated under the Exchange Act. However, the Compensation Committee retains the discretion to issue awards that do not comply with Section 162(m) of the Code. The Compensation Committee also has the authority, among other things, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, in its sole discretion, including: the authority to grant awards; select grantees; determine the type, terms, conditions, restrictions and number of awards to be granted; make adjustments in the performance goals in recognition of unusual or non-recurring events affecting the Company or its financial statements, to the extent not inconsistent with Section 162(m) of the Code, if applicable, or in response to changes in applicable laws, regulations, or accounting principles; construe and interpret the Plan and any award; prescribe, amend and rescind rules and regulations relating to the Plan; determine the terms and provisions of agreements evidencing awards; and make all other determinations deemed necessary or advisable for the administration of the Plan.

~~The Compensation Committee may, in its absolute discretion, without amendments to the Plan:~~

accelerate the date on which any option granted under the Plan becomes exercisable, waive or amend the operation of the Plan provisions respecting exercise after termination of employment or otherwise adjust any of the terms of such option;

~~accelerate the vesting or waive any condition imposed with respect to any restricted stock; and~~

~~otherwise adjust any of the terms applicable to any award.~~

The Compensation Committee may, to the extent permitted by law, also delegate to one or more of its members or to one or more officers of the Company, or to one or more agents or advisors, such duties or powers as it may deem advisable, and the Compensation Committee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Board of Directors’ non-employee directors as a group, or the ~~Committee~~Board of Directors as a whole with any comments or ~~such person may have under the~~

~~Plan. However, in the case of awards that are intended to comply with Section 162(m) of the Code, officers may not grant awards to any persons subject to Section 162(m) of the Code.~~

~~Eligibility~~

All officers, directors, consultants and employees of the Company, its subsidiaries or affiliates are eligible to receive awards under the Plan. Currently, the Company has six executive officers, nine directors (not including the Chief Executive Officer who is also a director) and approximately 7,000 employees.

~~Awards Under the 1999 Omnibus Plan~~

~~Stock Options.~~With respect to an option, the Compensation Committee shall specify the period or periods of continuous service by the participant with the Company or any subsidiary that is necessary before the option or installments thereof will become exercisable. The "option exercise price," which is the purchase price per share payable upon the exercise of an option, will be established by the Compensation Committee; ~~provided~~, ~~however~~, that the option exercise price may be no less than the "fair market value" of a share of common stock on the date of grant, which is determined as the closing sales price of a share of common stock on the NASDAQ Stock Market for the date immediately preceding the date of grant on which there was a sale of common stock. The option exercise price is payable by any one of the following methods or a combination thereof:

~~in cash or by personal check, certified check, bank cashier's check or wire transfer;~~

~~in shares of common stock owned by the optionee for at least six months prior to the date of exercise and valued at their fair market value on the effective date of such exercise; or~~

~~in such other manner as the Compensation Committee may from time to time authorize.~~

The Board will not, without the further approval of the stockholders of the Company, authorize the amendment of any outstanding option to reduce its exercise price. Furthermore, no option will be cancelled and replaced with an award having a lower exercise price, or cancelled in exchange for cash or other awards, without further approval of the stockholders of the Company.

~~Unless specified otherwise in an option agreement, an option will expire on the tenth anniversary of the date the option is granted.~~

~~Restricted Stock.~~The Compensation Committee may authorize the Company to issue restricted shares of common stock to such persons, in such amounts, and subject to such terms and conditions, including the attainment of performance goals. The Plan provides that restricted shares of common stock with vesting conditions based solely on the passage of time shall vest at least three years from the date of grant, although they may vest ratably during the three-year period and may vest earlier in case of death, disability, retirement, a change in control, a termination without "cause" or other special circumstances. The Compensation Committee may grant restricted shares of common stock with a different vesting schedule so long as the aggregate amount of such award, taken together with similar other stock-based awards, does not exceed 10% of the maximum number of additional shares of common stock in the aggregate that are available under the Plan. Unless the Compensation Committee determines otherwise, termination of employment during the restricted period will result in the forfeiture by the participant of all shares still subject to restrictions.concerns.

~~Other Awards.~~No Poison PillOther awards valued in whole or in part by reference to, or otherwise based on, shares of common stock may be granted either alone or in addition to other awards under the Plan. Subject to the provisions of the Plan, the Compensation Committee has the authority to determine the persons to whom and the time or times at which such other awards will be granted, the number of shares of common stock to be granted pursuant to such other awards and all other conditions of such other awards, including the attainment of performance goals. Awards granted under this provision include restricted stock units and performance share units.. The Plan provides that such other awards with vesting conditions based solely on the passage of time shall vest at least three years from the date of grant, although they may vest ratably during the three-year period and may vest earlier in case of death, disability, retirement, a change in control, a termination with "cause" or other special circumstances. The Compensation Committee may grant other stock-based awards with a different vesting schedule so long as the aggregate amount of such award, taken together with restricted stock awards,Company does not ~~exceed 10% of the maximum number of additional shares of common stock~~have a stockholder rights plan (commonly known as a “poison pill”) in ~~the aggregate that are available under the Plan.~~

~~Performance Goals.~~In the case of restricted stock and other awards intended to comply with Section 162(m) of the Code, the Plan requires that the Compensation Committee establish performance goals, which may be based upon one or moreplace.

of the following criteria: pre-tax or after-tax income; operating profit; return on equity, assets, capital or investment; earnings; earnings before interest, taxes, depreciation and/or amortization; book value per share; sales or revenues; operating expenses; margins; market share; gross bookings; hotel/accommodation room nights; and stock price appreciation, as the Compensation Committee may determine in its discretion. Where applicable, the performance goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a subsidiary or affiliate, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Compensation Committee. The performance goals may include a threshold level of performance below which no vesting will occur, levels of performance at which specified vesting will occur, and a maximum level of performance at which full vesting will occur. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of, among other things, unusual or non-recurring events affecting the Company or any subsidiary or affiliate or the financial statements of the Company or any subsidiary or affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

One of the requirements of "performance-based compensation" for purposes of Section 162(m) of the Code is that the material terms of the plan's performance goals must be approved by the Company's stockholders and that such terms be reapproved by the Company's stockholders every five years. In order to make awards to a recipient who is, or is likely to become, a "covered employee" within the meaning of Section 162(m)(3) of the Code under a plan that will meet the requirements of Section 162(m), the Plan's performance goals are being submitted to the Company's stockholders for reapproval. In the event that such approval is not obtained, no awards subject to the stockholder reapproval requirement under Section 162(m) will be made after the Annual Meeting.

The Compensation Committee is not required to structure awards so that they are deductible under Section 162(m) of the Code, and the Committee has approved, and may in the future approve, compensation arrangements for executive officers that are not fully deductible.

~~Compliance with Section 409A of the Code~~

To the extent applicable, it is intended that the Plan and any grants made thereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the participants. The Plan and any grants made under the Plan shall be administered in a manner consistent with this intent. Any reference in the Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

Neither a participant nor any of a participant's creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under the Plan and grants under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a participant or for a participant's benefit under the Plan and grants under the Plan may not be reduced by, or offset against, any amount owing by the participant to the Company or any of its subsidiaries or other affiliates.

If, at the time of a participant's separation from service (within the meaning of Section 409A of the Code) (1) the participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (2) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day of the first month after such six-month period.

Notwithstanding any provision of the Plan and grants under the Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to the Plan and grants under the Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on him or her for his or her account in connection with the Plan and grants under the Plan (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its subsidiaries or other affiliates shall have any obligation to indemnify or otherwise hold the participant harmless from any or all of such taxes or penalties.

~~Successors and Assigns~~

The Plan provides that in the event of a merger, consolidation or other type of reorganization of the Company's corporate group, all obligations of the Company under the Plan will be binding on any assign or successor of the Company. In addition, any references to the "Company" in the Plan and in any Agreement will be deemed to refer to such assigns or successors.

~~Certain Federal Income Tax Consequences~~

The following discussion is a brief summary of the principal United States Federal income tax consequences under current Federal income tax laws relating to awards under the Plan. This summary is not intended to be exhaustive and, among other things, does not describe state, local or foreign income and other tax consequences.

~~Non-Qualified Stock Options.~~ An optionee will not recognize any taxable income upon the grant of a non-qualified stock option. Upon exercise of a non-qualified stock option by a domestic optionee, the excess of the fair market value of the common stock on the exercise date over the option exercise price will be taxable as compensation income to the optionee and will be subject to applicable withholding taxes. The optionee's tax basis for the common stock received pursuant to the exercise of a non-qualified stock option will equal the sum of the compensation income recognized and the exercise price.

In the event of a sale of common stock received upon the exercise of a non-qualified stock option, any appreciation or depreciation after the exercise date generally will be treated as capital gain or loss.

~~Incentive Stock Options.~~ An optionee will not recognize any taxable income at the time of grant or timely exercise of an incentive stock option unless the optionee is subject to alternative minimum tax described below. The Company will not be entitled to a corporate tax deduction with respect to such grant or exercise.

If the optionee holds the stock acquired upon exercise of an incentive stock option for more than one year after the date the option was exercised and for more than two years after the date the option was granted, the optionee generally will realize long-term capital gain or loss (rather than ordinary income or loss) upon disposition of the shares issued pursuant to an incentive stock option. This gain or loss will be equal to the difference between the amount realized upon such disposition and the amount paid for the shares issued pursuant to the incentive stock option.

If such sale or exchange takes place within two years after the date of grant of the incentive stock option or within one year from the date of issuance of the shares to the optionee upon exercise of the incentive stock option, such sale or exchange will generally constitute a "disqualifying disposition" of such shares that will have the following results: any excess of (a) the lesser of (i) the fair market value of the shares at the time of exercise of the incentive stock option and (ii) the amount realized on such disqualifying disposition of the shares over (b) the option exercise price of such shares, will be ordinary income to the optionee. Any further gain or loss after the date of exercise generally will be treated as capital gain or loss. A disposition of incentive stock option shares for this purpose includes not only a sale or exchange, but also a gift or other transfer of legal title (with certain exceptions).

~~Alternative Minimum Tax.~~ Generally, the difference between the fair market value of stock purchased upon exercise of an incentive stock option (generally measured as of the date of exercise) and the amount paid for that stock upon exercise of the incentive stock option is an adjustment to income for purposes of the alternative minimum tax. An alternative minimum tax adjustment applies unless a "disqualifying disposition" of shares occurs in the same calendar year as exercise of the incentive stock option. In general, the alternative minimum tax (imposed to the extent it exceeds the taxpayer's regular tax) is 26% of an individual taxpayer's alternative minimum taxable income for alternative minimum taxable income up to $175,000 and 28% thereafter. Alternative minimum taxable income is determined by adjusting regular taxable income for certain items, increasing that income by certain tax preference items and reducing this amount by the applicable exemption amount.

~~Restricted Stock.~~A grantee will not recognize any income upon the receipt of restricted stock unless the holder elects under Section 83(b) of the Code, within thirty days of such receipt, to recognize ordinary income in an amount equal to the fair market value of the restricted stock at the time of receipt, less any amount paid for the shares. If the election is made, the holder will not be allowed a deduction for amounts subsequently required to be returned to the Company. If the election is not made, the holder will generally recognize ordinary income, on the date that the restrictions to which the restricted stock are subject are removed, in an amount equal to the fair market value of such shares on such date, less any amount paid for the shares.

Generally, upon a sale or other disposition of restricted stock with respect to which the holder has recognized ordinary income, for example, if a Section 83(b) election was previously made or the restrictions were previously removed, the holder will recognize capital gain or loss in an amount equal to the difference between the amount realized on such sale or other disposition and the holder's basis in such shares.

5658

~~Other Types Of Awards.~~Annual Advisory Vote on Executive Compensation. The ~~tax-treatment~~Board of ~~any other stock-based award will vary depending~~Directors has implemented an annual stockholder advisory vote on executive compensation, which means that stockholders have the opportunity to provide feedback on the ~~terms of the awards. However, for restricted stock units and performance share units, the grantee will generally recognize ordinary income~~Company’s executive compensation practices on ~~the date that the shares underlying the award are delivered after vesting requirements are met, in~~ an ~~amount equal to the fair market value of such shares on such date, less any amount paid for the shares.~~annual basis.

~~Tax Consequences~~Split Roles of Chairman and Chief Executive Officer. The Board of Directors has separated the roles of Chairman and Chief Executive Officer and appointed a Chairman of the Board who is not an executive officer of the Company.

Lead Independent Director. Since 2012, the Company has had a Lead Independent Director with a set of defined responsibilities, including, among other things, if requested and when appropriate, ensuring availability for consultation and direct communication with stockholders.

The Board of Directors believes that these practices provide meaningful opportunities for stockholders to communicate their views to the ~~Company.~~ ~~In general,~~Board of Directors and present important matters for a vote of stockholders, whether at an annual meeting or at a special meeting called by stockholders. The Company’s management and the Board of Directors regularly review and evaluate ways to improve the Company’s corporate governance, as demonstrated by the Company’s adoption in 2009 of the right of stockholders owning 25% or more of the Company’s shares to call special meetings of stockholders, the Company’s adoption in 2011 of a majority vote standard for uncontested elections of directors, and the Company’s adoption in 2015 of proxy access for stockholder director nominees under certain circumstances as provided in the Company’s By-Laws. These actions by the Board of Directors and the Company demonstrate that the Board of Directors is committed to promoting strong corporate governance practices and furthering stockholder democracy.

The Board of Directors believes that the stockholder meeting process is essential to a well-functioning, transparent and democratic stockholder vote, while permitting stockholder action by written consent would not only negatively impact these important objectives, but also undermine them. For example, stockholders benefit from the meeting process by ensuring that (a) all stockholders are notified of the meeting and the matters to be voted upon; (b) all stockholders are provided time and information to evaluate the matters presented for a vote and to make an informed voting decision with respect thereto; and (c) stockholder actions are not done in secret and then presented to the ~~extent~~Company without notice, which could cause significant disruption to the Company’s operations.

Stockholder Democracy. The Board of Directors believes that ~~a participant recognizes ordinary income~~implementing Proposal 4 is not in the ~~circumstances described above,~~best interests of the Company or its stockholders and would harm stockholder democracy by disenfranchising all of those stockholders who do not have the ~~subsidiary~~opportunity to participate in the written consent. Permitting stockholders to act by written consent outside of a stockholder meeting setting would permit a subset of stockholders with a bare majority of the votes to take action, including significant actions such as the election of directors or ~~affiliate~~agreeing to sell the Company, before all of the Company’s stockholders have had an opportunity to participate or vote and before all views, including the views of the Board of Directors, have been heard and considered. In fact, such an action could be finalized before other stockholders were even aware of it, much less before they were offered an opportunity to consider the action on an informed basis and then consent or object. The Board of Directors believes that each of the Company’s stockholders should have the opportunity to be informed about, consider and vote on, any matter submitted to stockholders, and that the meeting process is the best mechanism to ensure that this occurs. The Board of Directors does not believe that it is appropriate for ~~which~~a subset of stockholders to take action affecting all stockholders without first informing all stockholders of the ~~participant performs services will be entitled~~proposed action and allowing all stockholders the opportunity to ~~a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary~~voice their concerns and ~~necessary business expense,~~cast their vote. By its nature, action by written consent disenfranchises those stockholders whose consent is not ~~an "excess parachute payment" within~~solicited and therefore disadvantages the ~~meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.~~Company’s smaller stockholders.

~~Benefits~~In addition, stockholder democracy is furthered by the Board of Directors understanding the views of the Company’s stockholders as a group, which is better accomplished through a meeting than through written consent. If all stockholders are given an opportunity to ~~Named Executive Officers and Others~~vote on a matter, whether it passes 85% to 15% or 51% to 49% (or whether it fails to pass 15% to 85% or 49% to 51%) is important information for our Board of Directors to understand in determining how to respond to the vote. For example, if a matter failed to pass by a vote of 49% to 51%, our Board of Directors may nevertheless determine to take some action consistent with the vote of the majority but also designed to address the concerns of holders of the almost half of the Company’s shares that voted for a proposal. In contrast, action by written consent does not provide information to the Board of Directors regarding the views of those stockholders that did not execute the written consent. The Board of Directors may not know if the consent of those stockholders was not solicited, they did not bother to respond to a solicitation or they refused to execute it because they disagreed with the proposed action.

~~Because~~Informed Decision Making. The Board of Directors believes that all stockholders should make informed decisions in connection with voting their shares. Acting by written consent poses the ~~grant of awards pursuant~~risk that stockholders will take action without being fully informed as to the ~~Plan~~consequences of the action. Stockholders attempting to take an important or even fundamental corporate action

by written consent are not required to and may not want to seek the opinion of the Board of Directors as to the proposed action. The Board of Directors is ultimately responsible for the management of the Company and owes fiduciary duties to the Company and its stockholders. As a result, the Board of Directors is well positioned to evaluate a proposed action and determine whether the effects would likely be detrimental or beneficial to the Company and its stockholders as a whole. Unlike the Board of Directors, stockholders generally do not have fiduciary duties in connection with their actions as such, and therefore can make decisions in their own self-interests regardless of the effect of those decisions on other stockholders. The Board of Directors therefore believes that acting by written consent can lead to uninformed decision making, including decision making without the benefit of the views of the Board of Directors, by stockholders that may have a special interest or agenda that is inconsistent with the best interests of the Company and its stockholders as a group.

The Board of Directors believes that the written consent process is not as well suited as an actual meeting for an orderly and informed debate on the merits of a proposed stockholder action. For instance, at an annual or special meeting of stockholders, all of our stockholders are given notice and an opportunity to participate in such meetings. These formal meetings allow information regarding the proposed actions to be widely disseminated through the required proxy statement to all stockholders before the matter is voted upon. Proxy statements must include certain important information on proposed actions and the persons proposing and soliciting proxies with respect to the matter, including information from both sides on proposals that the Board of Directors considers not to be in the best interests of the Company. Accordingly, such formal meetings provide each stockholder with an opportunity for discussion and increase the ability of all stockholders to have their views considered. Such formal meetings also facilitate a transparent, public, orderly and deliberate consideration of the issues facing the Company and ensure that stockholders have sufficient information and time to weigh the arguments presented by all sides. Thus, by requiring the matter to be brought up, considered and voted upon at a meeting of the Company’s stockholders, as is currently the case under the Company’s existing corporate governance practices, the Board of Directors believes it has safeguarded the right of all stockholders to be informed about, consider and vote on the matter. In contrast, action by written consent in lieu of a meeting does not guarantee any of these protections and advantages.

Transparency. The lack of transparency in the voting process when stockholders act by written consent is of particular concern to the Board of Directors in light of the potential for use by investors who may have a special or unique agenda or interest that may not be in the best interests of all stockholders. This is particularly the case when the temporary borrowing of shares by an investor can distort an investor’s true ownership simply for the purpose of trying to cause an action to be effected by written consent outside of a stockholder meeting. Such activity can be directed at very short-term speculation in stock prices which could be at odds with long-term, sustainable Company success. In the context of a meeting, the Company’s By-Laws require a proponent to provide information in advance regarding its share ownership that is important information for stockholders to have when evaluating a proposal and that may not be provided in the context of an action by written consent. The Board of Directors believes that the risk of abuse associated with the right to act by written consent, including bypassing procedural protections that offer transparency and advance notice, both of which are afforded with a stockholder meeting, make this Proposal 4 not in the best interests of the Company and its stockholders

Confusion and Waste of Company Resources. Permitting stockholders to act by written consent outside of a formal meeting can also result in stockholder confusion and waste Company resources. Proposal 4 would allow stockholders to solicit written consents as frequently as desired without regard to the size of the stockholder’s ownership stake. Multiple groups of stockholders would be able to solicit written consents, some of which may be duplicative or conflicting. This could lead to confusion for stockholders and a chaotic state of affairs for the Company. Further, if a proposed action is not in the best interests of the Company, because it reflects a narrow self-interest or otherwise, the Company could end up spending valuable resources attempting to obtain and communicate information about the proposal and the proponent that would be required to be disclosed in the context of a meeting. Such efforts may not ultimately provide the Board of Directors or stockholders with the information necessary to make an informed decision, but could still result in the Company expending significant time and resources.

Conclusion. The Board of Directors believes that the Company’s existing corporate governance practices strike the appropriate balance among ensuring accountability to stockholders, protecting and promoting stockholder democracy and enabling management and the Board of Directors to manage the business and affairs of the Company in an effective manner and in the best interests of our stockholders generally. The Board believes that permitting stockholders to act by written consent in lieu of a meeting could detrimentally affect the rights of all stockholders to have an effective and informed voice on important matters affecting the Company. Accordingly, the Board of Directors believes that approval of Proposal 4 is not in the best interests of the Company or its stockholders.

The Board of Directors recommends that you vote AGAINST this Proposal 4. Your proxy will be ~~within~~so voted unless you specify otherwise on the discretion of the Compensation Committee, it is not possible to determine the awards that will be made under the Plan. However, the following table outlines equity awards made in 2012 to the persons and groups identified:

1999 OMNIBUS PLAN
Name and Position
Dollar Value ($)⁽¹⁾
RSUs (#)
PSUs (#)⁽²⁾
Jeffery H. Boyd, Chairman, Chief Executive Officer and President $ 4,499,707
—
6,967
Daniel J. Finnegan, Chief Financial Officer $ 1,750,281
—
2,710
Darren Huston, Chief Executive Officer, Booking.com $ 3,000,020
—
4,645
Glenn D. Fogel, Head of Worldwide Strategy and Planning, Executive Vice President Corporate Development $ 2,000,228
—
3,097
Peter J. Millones, Executive Vice President, General Counsel and Corporate Secretary $ 2,000,228
—
3,097
All Current Executive Officers as a Group $ 15,550,371
—
24,077
All Non-Employee Directors $ 1,299,470
2,012
—
All Employees (excluding Executive Officers) $ 44,285,975
32,685
36,288


~~(1)~~	~~Represents grant date fair value, computed in accordance with FASB ASC Topic 718.~~

~~(2)~~

Assumes the target number of shares issuable pursuant to the awards are issued. The actual number of shares issuable pursuant to the 2012 PSUs could be as few as 38,611 shares (with an aggregate grant date fair value of $24,937,300) and as many as 120,730 shares (with an aggregate grant date fair value of $77,974,678), depending on the achievement of the performance criteria and the resulting performance factors applicable to the PSUs.

~~See Note 3 to the Company's consolidated financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2012 for additional details.~~

proxy card.

5760

PROPOSAL 5

Stockholder Proposal Concerning ~~Accelerated Vesting of Equity Awards in a Change in Control Situation~~Proxy Access

~~Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of not less than 10 shares~~The Comptroller of the ~~Company's common stock,~~City of New York, Scott M. Stringer, Municipal Building, One Centre Street, Room 629, New York, NY 10007, (the “NYC Comptroller”) as custodian and a trustee of the New York City Employees’ Retirement System, the New York City Fire Department Pension Fund, the New York City Teachers’ Retirement System and the New York City Police Pension Fund and as custodian of the New York City Board of Education Retirement System, has given notice that he intends to present the following proposal at the Annual ~~Meeting:~~Meeting. In addition, the Illinois State Board of Investment (“ISBI”), a commingled fund that invests on behalf of the State Employees’ Retirement System of Illinois, the Judges Retirement System of Illinois and the General Assembly Retirement System, submitted a similar proposal. Subsequent to the submission by ISBI, the NYC Comptroller and ISBI agreed that the NYC Comptroller’s proposal would be jointly submitted.

Proposal 5 - ~~Limit Accelerated Executive Pay~~Proxy Access

~~Resolved:~~RESOLVED: Shareholders of The Priceline Group Inc. (the “Company”) ask ~~our~~the board of directors (the “Board”) to adopt, and present for shareholder approval, a ~~policy that~~“proxy access” bylaw. Such a bylaw shall require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the ~~event of a change in control~~name, Disclosure and Statement (as defined ~~under any applicable employment agreement, equity incentive plan or other plan), there shall be no acceleration of vesting~~herein) of any equity award granted to any senior executive, provided, however, that our board's Compensation Committee may provide in an applicable grant or purchase agreement that any unvested award will vest on a partial, ~~pro rata~~ ~~basis up~~person nominated for election to the ~~time of~~board [sic] by a shareholder or group (the “Nominator”) that meets the ~~senior executive's termination, with~~criteria established below. The Company shall allow shareholders to vote on such ~~qualifications for an award as the Committee may determine.~~

For purposes of this Policy, "equity award" means an award granted under an equity incentive plan as defined in Item 402 of the SEC's Regulation S-K, which addresses executive pay. This resolution shall be implemented so as not affect any contractual rights in existencenominee on the ~~date this proposal is adopted.~~Company’s proxy card.

The ~~vesting~~number of ~~equity pay~~shareholder-nominated candidates appearing in proxy materials shall not exceed one quarter of the directors then serving. This bylaw, which shall supplement existing rights under Company bylaws, should provide that a Nominator must:


a)	have beneficially owned 3% or more of the Company’s outstanding common stock continuously for at least three years before submitting the nomination;


b)	give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission rules about (i) the nominee, including consent to being named in the proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the “Disclosure”); and

certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator’s communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Company’s proxy materials; and (c) [sic] to the best of its knowledge, the required shares were acquired in the ordinary course of business and not to change or influence control at the Company.

The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The Board shall adopt procedures for promptly resolving disputes over whether notice of a ~~period of time is intended~~nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority to ~~promote long-term improvements in performance. The link between executive pay and long-term performance can~~ be ~~severed if such pay is made on an accelerated schedule.~~given to multiple nominations exceeding the one-quarter limit.

~~This proposal should also be evaluated in the context of our Company's overall corporate governance as reported in 2012:~~SUPPORTING STATEMENT

~~GMI/~~We believe proxy access is a fundamental shareholder right that will make directors more accountable and contribute to increased shareholder value. The Corporate Library, an independent investment research firm, rated our company "High Concern" for Executive Pay - $73 million for our CEO Jeffery Boyd. Mr. Boyd gained $52 million from exercising 100,000 optionsCFA Institute’s 2014 assessment of pertinent academic studies and ~~$16 million from~~ the ~~vesting~~use of ~~36,000 performance share units (PSUs). Plus we no longer have the benefit of an independent board chairman.~~proxy access in other markets similarly concluded that proxy access:

~~Mr. Boyd's options were market-priced~~Would “benefit both the markets and ~~had vested based merely on~~corporate boardrooms, with little cost or disruption.”

Has the ~~passage of time without any job performance requirements. Equity pay given as a long-term incentive should include job performance requirements. -Market-priced stock options could provide rewards due~~potential to ~~a rising~~raise overall US market ~~alone, regardless of an executive's performance. Furthermore, the PSUs relied on 3-year performance periods and were based on adjusted EBITDA, the same goal used~~capitalization by up to ~~fund the bonus pool under the annual incentive plan. Executives were thus paid twice~~$140.3 billion if adopted market-wide. (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1)

The proposed bylaw terms enjoy strong investor support - votes for similar ~~goals. A mix~~shareholder proposals averaged 55% from 2012 through September 2014 - and similar bylaws have been adopted by companies of ~~performance goals is more appropriate to prevent executives from gaming results~~various sizes across industries, including Chesapeake Energy, Hewlett-Packard, Western Union and ~~to ensure that executives do not take actions to achieve one goal that might ultimately damage another.~~Verizon.

~~Our executive pay committee was free~~We urge shareholders to increase bonus payouts regardless of performance and the plan did not have individual maximum amounts. Also, our company has not yet implemented clawback provisions to recoup unearned pay due to fraud. Finally, Mr. Boyd was entitled to a potential $47 million payment under a change in control.

In 2012 our directors did not have the fortitude to face the shareholder written consent proposal without spending extra money on their negative advertisements/solicitations - thanks to the "leadership" of James Guyette who chaired our corporate governance committee and who received our highest negative votes.

~~Please~~ vote ~~to protect shareholder value:~~

~~Limit Accelerated Executive Pay - Proposal 5~~

FOR this proposal.

5861

Board of Directors Statement in Opposition to Proposal 5.

The Board of Directors Recommends a Vote AGAINST this Proposal 5.

The Board of Directors recommends a vote AGAINST this Proposal 5 for ~~the following primary reasons:~~


1.	~~The Proposal is unnecessary as the Compensation Committee already generally follows the requested policy when granting equity awards to senior executives.~~


2.	~~The Proposal is unwise in~~a number of reasons, including that it would unnecessarily limit the Compensation Committee's flexibility in structuring equity awards to senior executives to address changing market or Company conditions, ensure alignment of interests between senior executives and stockholders or attract, retain, motivate and incentivize senior executives.


3.	The Proposal is vague in that it does not indicate the pro-rata vesting method that the stockholders would be requesting, and therefore any resulting policy implemented by the Board of Directors and the Compensation Committee may not conform to what any particular stockholder or group of stockholders had in mind when voting in favor of the Proposal.

~~The~~ Proposal 5 is unnecessary ~~as the Compensation Committee already generally follows the requested policy when granting equity awards to senior executives.~~ The outstanding equity awards of the Company's senior executives do not provide for automatic accelerated vesting in the event of a change in control, often referred to as "single trigger" acceleration because the single event of the change in control would result in accelerated vesting. Instead, equity awards held by the Company's senior executives, to the extent they provide for accelerated vesting in the event of a change in control, continue to vest following a change in control in accordance with their normal vesting schedule unless the senior executive's employment is terminated "without cause" or as a result of death or disability, or the senior executive, in certain instances, resigns for "good reason," following or in connection with a change in control. This kind of accelerated vesting is often referred to as "double trigger" acceleration because it only occurs if there has been ~~both~~ ~~a change in control~~ ~~and~~ a specified termination of employment. Double trigger accelerated vesting, as permitted by the Proposal, has been and is currently the Compensation Committee's policy with respect to accelerated vesting in the event of a change in control.

Further, except as discussed below with respect to certain equity awards to Mr. Jeffery Boyd, the Company's Chief Executive Officer and to Mr. Darren Huston, the chief executive officer of the Company's Booking.com business, the Company's equity awards to senior executives, to the extent they provide for accelerated vesting in the event of a change in control, provide that following a change in control and a specified termination of employment only a pro-rata portion of the awards would vest according to a calculation that takes into account the number of full months that have elapsed since the grant date of the awards and, in connection with outstanding performance share units, the satisfaction of specified performance metrics. As a result, the Compensation Committee's current policy and practice for senior executive equity awards in the event of a change in control followed by a specified termination of employment already substantially implements the Proposal.

In accordance with his employment agreement, equity awards granted to Mr. Boyd provide for double-trigger vesting acceleration in the event of a specified termination of employment following or in connection with a change in control transaction. However, Mr. Boyd's employment agreement provides that his equity awards will vest in full in such a case rather than on a pro-rata basis. As the Proposal by its terms would not affect the terms of Mr. Boyd's employment agreement concerning the vesting of current and future equity awards, it would not result in different vesting provisions applying to future equity awards granted to Mr. Boyd.

In accordance with his employment agreement, in connection with joining the Company as the chief executive officer of the Company's Booking.com business in 2011, Mr. Huston was granted a restricted stock unit award in 2011 and a performance share unit award in 2012. Mr. Huston's employment agreement provides that the 2011 restricted stock unit award will vest in full on a double-trigger basis in the event of a specified termination of employment following or in connection with a change in control transaction. Mr. Huston's employment agreement further provides that the 2012 performance unit award will vest in the event of a specified termination of employment, whether or not following or in connection with a change in control transaction, in at least the number of shares equal to the target number of shares subject to the award multiplied by a fraction representing the portion of the performance period during which Mr. Huston was employed by the Company (without reference to performance metrics). As the Proposal by its terms would not affect the terms of these grants, it would have no effect on them. Mr. Huston's 2013 performance share unit award followed the Company's current policy for senior executive grants described above in that it provides for double-trigger accelerated vesting in the event of a specified termination following or in connection with a change in control transaction on a pro-rata basis according to a calculation that takes into

~~account the satisfaction of specified performance metrics and the number of full months that have elapsed since the grant date of the awards.~~

The Proposal is unwise in that it would unnecessarily limit the Compensation Committee's flexibility in structuring equity awards to senior executives to address changing market or Company conditions, ensure alignment of interests between senior executives and stockholders or to attract, retain, motivate and incentivize senior executives. ~~In the view of~~ the Board of Directors has already approved and adopted a proxy access By-Law (the “Company’s Proxy Access By-Law”). After significant evaluation and deliberation by management, the ~~Compensation~~Nominating and Corporate Governance Committee and the full Board of Directors, including a review of the ~~Company, currently consisting~~corporate governance policies of four independent directors, must have sufficient flexibility to structure senior executive compensation programs that reflect Company needs, consider prevailing market conditions, ensure alignment of interests between senior executives andthe Company’s largest stockholders and attract, retain, motivate and incentivize highly qualified senior executives. Although, as discussed above, the vesting provisions contained in the Proposal are generally similar to the Compensation Committee's current position regarding the accelerated pro-rata vestingdiscussions by management with certain of ~~senior executive equity grants upon a change in control of the Company,~~these stockholders, the Board ~~believes~~determined that ~~affirmatively codifying~~ the Proposal, or any specifically mandated policy, as an ongoing requirement that is binding upon the Compensation Committee would unduly limit the ability of the Compensation Committee to structure and implement senior executive compensation programs that areCompany’s Proxy Access By-Law was in the best interests of the ~~Company~~Company’s stockholders and ~~its stockholders.~~

~~For example, other companies without such~~represented a ~~formal policy may be able~~balance between the differing views of the Company’s stockholders (including those of some large institutional stockholders that do not support proxy access) and the potential benefits and detriments that accompany proxy access. In contrast, the Board of Directors believes that the By-Law proposed by the NYC Comptroller (the “NYC Proxy Access By-Law”) has significant shortcomings that do not reflect that balance and increase the potential for proxy access to ~~offer more attractive compensation packages to the Company's senior executives or potential new hires, which could~~ result in ~~the loss of key management talent or an inability~~harm rather than benefits to attract senior executive candidates. In particular, the Compensation Committee may need to provide for a minimum amount of vesting to attract a senior executive candidate to join the Company, as was done in the case of Mr. Huston. Further, if a change in control transaction is presented to the Company, senior executives should be incentivized and focused on the best interests of the Company and its ~~stockholders, rather than concerned with their own post-transaction employment status and vesting opportunities. In~~stockholders. Further, as the ~~context of any particular change in control transaction or in the case of particular senior executives (especially any that may be targeted~~NYC Comptroller has publicly stated, he has submitted this same proposal to at least 75 companies for termination following the transaction as is often the case with the chief executive officer and those in finance, legal and other administrative functions), it could be important for the Compensation Committee to provide for alternative vesting provisions, such as single trigger acceleration or 100% accelerated vesting on a double trigger instead of pro-rata vesting or a combination of vesting provisions.this proxy season alone. The Board of Directors does not believe in a ~~mandated "one size fits all"~~“one-size-fits-all” approach to ~~vesting, especially~~corporate governance matters or that such an approach can compare favorably to the results achieved through the thoughtful, company-specific analysis and stockholder engagement conducted by the Company in determining to adopt the Company’s Proxy Access By-Law.

The Board of Directors believes that proxy access is best viewed as a means for stockholders owning a significant stake in a company to address concerns about company underperformance or an unresponsive board of directors and that it should not be the first method by which stockholders approach a company’s board of directors regarding their concerns. The Company’s management and the Board of Directors have consistently engaged with stockholders, both large and small, and shown that they are responsive to the views of stockholders and regularly review and evaluate ways to improve the Company’s corporate governance. For example, among other things, in 2009 the Company adopted of the right of stockholders to call special meetings of stockholders, in 2011 the Company adopted a majority vote standard for uncontested elections of directors, and in 2015 the Company adopted proxy access for stockholder director nominees. At the same time, the Company’s management and Board of Directors have provided stockholders with exceptional returns, as shown by a 422% increase in the ~~context~~price of the Company’s stock over the five-year period between December 31, 2009 and December 31, 2014.

By-Law Comparison

NYC Proxy Access By-Law. As set forth above, the NYC Proxy Access By-Law would provide that a single stockholder or group of stockholders collectively owning at least 3% of the Company’s outstanding common stock for at least three years would be able to include their own nominees in the Company’s proxy statement up to 25% of the number of directors then serving. Essential details, including how to determine ownership and which nominees to include in the proxy materials, would be left for the Board of Directors to determine. The NYC Comptroller’s proposal is non-binding on the Company, even if approved by stockholders.

The Company’s Proxy Access By-Law. As mentioned above, the Company has already adopted a proxy access By-Law. The Company’s Proxy Access By-Law provides that a single stockholder or group of stockholders (not to exceed 20) collectively owning at least 5% of the Company’s outstanding common stock for at least three years are able to include their own nominees in the Company’s proxy statement up to a total number of such nominees not to exceed 20% of the number of directors then serving. In order to ensure a sense of proportionality and potentially enable more than one stockholder or group to include a nominee in the Company’s proxy materials, the Company’s Proxy Access By-Law provides that a stockholder or group owning at least 5% but less than 10% of the Company’s common stock for the three-year period can nominate 10% of the numbers of directors then serving (but at least one) and that for a single stockholder or group to include nominees up to 20% of the number of directors then serving, the stockholder or group must own at least 10% of the Company’s common stock for the three-year period.

Benefits of the Company’s Proxy Access By-Law.

As discussed above, when considering and adopting proxy access for the Company, the Board of Directors engaged in a thoughtful, deliberate process that took into account the varied views of the Company’s largest stockholders. The Board of Directors believes that the Company’s Proxy Access By-Law is more beneficial for the Company and its stockholders than the NYC Proxy Access By-Law for the following reasons, among others:

The right to proxy access should be given to long-term holders of a significant ownership stake. The Board of Directors believes that the right to include a nominee in the Company’s proxy statement should have significant stockholder support. The Board of Directors concluded that a 5% ownership stake, rather than a 3% ownership stake, is a more appropriate ownership stake for proxy access as it requires a stockholder or group of up to 20 stockholders to own a significant, long-term stake in the Company. Combining a 5% ownership threshold with a 20 stockholder limit on a nominating group makes it less likely that a decision to invoke proxy access will be made without due consideration and without the support of at least one sizeable stockholder, while at the same time providing stockholders with significant flexibility and opportunity to form a nominating group.

Proxy access should be transparent to the Company and all stockholders. A 5% ownership requirement coincides with the ownership requiring public reporting with the SEC on Schedule 13D or 13G and has long been viewed as a significant ownership stake. As a result, a lower percentage would not lead to the same transparency to the Company or its other stockholders as to the ownership and intentions of the stockholder or stockholder group making the nomination.

Proxy access should be used to promote the best long-term interests of stockholders generally, rather than special, narrow or short-term objectives or agendas. A lower ownership requirement than 5% coupled with unlimited stockholder aggregation when forming a group to attain the ownership threshold significantly increases the risk that proxy access will be used for purposes for which it was not intended. For example, a stockholder or group with a smaller stake in the Company could use proxy access as an inexpensive means of promoting a special or short-term interest or agenda that is not in the best interest of the other stockholders or does not further the Company’s long-term strategic goals. The Board of Directors believes that the expense of running a proxy contest is an appropriate deterrent to stockholders using director nominees in an attempt to pursue a narrow interest or objective and that setting the proxy access threshold at 5% is an appropriate means of ensuring that the nominee and the point of view of the nominating stockholder or group have meaningful support among the Company’s stockholders.

Proxy access should generally be used only after constructive discussions with the Company and the Board of Directors. The Board of Directors believes that because proxy access is best viewed as a means for significant stockholders to address concerns about significant long-term Company underperformance or an unresponsive board of directors, it should not be the first method by which stockholders approach a company’s board of directors regarding their concerns. Rather, the Board of Directors believes that a company and its stockholders should have open communications that foster understanding and an opportunity for both the Board and the stockholder to be heard by each other. To this end, the Board of Directors has had long-standing procedures in place to enable stockholders to communicate with the Board of Directors, as well as to recommend to the Nominating and Corporate Governance Committee potential board nominees. The Board of Directors’ Corporate Governance Policies require that the Nominating and Corporate Governance Committee give appropriate consideration to potential candidates recommended by stockholders in the same manner as other potential candidates identified by the committee. As discussed above, the Board of Directors has consistently demonstrated that it is responsive to stockholders and the Company has provided outstanding stockholder returns over the last five years. Requiring a 5% ownership stake, rather than a 3% ownership stake, would be more effective in encouraging stockholders to first discuss any concerns with the Company and the Board of Directors before utilizing proxy access.

Proxy access without significant stockholder support undermines other important corporate governance objectives, such as majority voting in the election of directors, and therefore proxy access should not be utilized without significant stockholder support. Under the Company’s By-Laws, directors are elected by majority vote unless there is a contested election, in which case directors are elected by a plurality of votes. Majority voting has the benefit of enabling stockholders to express their views directly with respect to each particular director nominee, and in particular to express whether they believe a current director should not be re-elected. Because proxy access is likely to result in a contested election and therefore application of a plurality voting standard, proxy access could lead to undesired and unexpected results, such as an undue focus on comparing resumes between nominees without sufficient consideration of board dynamics, board roles or key skills or experience, or the “wrong” director being replaced (for example, if a stockholder nominee was intended to replace a particular director but a different director received fewer votes than the targeted director). The Board of Directors believes that the 5% ownership threshold is more appropriate than the 3% threshold because a lower ownership threshold could lead to more common use of proxy access and the loss of majority voting, even in cases where there is not significant support for the stockholder nominee.

The right to proxy access should be reasonably proportional to the ownership stake of the nominating stockholder or group. By limiting any one stockholder or group to nominees of up to 10% of the number of directors then serving unless that stockholder or group owns at least 10% of the Company’s stock, the Company’s Proxy Access By-Law

provides proportionality with the right of proxy access and potentially makes it easier for a second stockholder or group to nominate a different candidate.

Proxy access is not about a change in control, but rather is ~~appropriate or in the best interests~~a means to address a board that is unresponsive to stockholders. The Board of Directors believes that a cap at 20% of the ~~Company~~number of directors then serving (rounded down) is a more appropriate limit than 25%. A 20% limit on the number of directors that can be nominated through proxy access should be sufficient to provide the desired voice on the Board, while at the same time reducing the potential for losing valuable directors and ~~its stockholders.~~possibly creating deficiencies of skills, experience or independence on the Board, as well as minimizing the potential for significant Board disruption which could lead to undesired management and operational instability.

Conclusion

The ~~Proposal is vague~~Board of Directors believes that, as described in ~~that it does not indicate~~detail above, the ~~pro-rata vesting method that~~Company’s Proxy Access By-Law has been appropriately designed to balance the ~~stockholders would be requesting, and therefore any resulting policy implemented~~potential benefits with the potential detriments associated with proxy access. It has already been adopted by the Board of Directors, and the ~~Compensation Committee may not conform~~Company’s stockholders will have the opportunity to ~~what any particular stockholder or group~~avail themselves of proxy access in connection with the Company’s 2016 annual meeting of stockholders. Perhaps most importantly, the Company’s Proxy Access By-Law reflects the Company’s deliberate efforts to engage with the Company’s largest stockholders, ~~had in mind when voting in favor of the Proposal.~~ ~~In addition to being unnecessary~~understand their various perspectives on proxy access and ~~unwise, the Proposal~~design and implement a proxy access By-Law that is not appropriately instructive regarding key terms and concepts. In particular, the Proposal is unclear as to how the recommended "partial" or "pro-rata" vesting method vaguely referenced in the Proposal differs from the pro-rata vesting method already implemented byappropriate for the Company and in turn, how the proposed method would be administered and calculated by the Company. As a result, the Proposal is not specific enough to be implemented by the Company without significant risk of distorting the proponent's intentions, creating administrative uncertainty or implementing a policy that does not conform to what any particular stockholder or group of stockholders (including the proponent) had in mind when voting in favor of the Proposal. The Company's performance share units granted to senior executives, to the extent they provide for accelerated vesting in the event of a change in control, already generally provide for pro-rata accelerated vesting according to pre-established formulas upon the occurrence of certain specified termination events occurring following or in connection with a change in control, as discussed above. As more fully discussed in the ~~Compensation Discussion and Analysis~~ ~~section of this proxy statement, the terms and conditions governing the performance share units were structured by the Company's independent Compensation Committee in consultation with~~ its ~~independent outside compensation consultant, Mercer.~~stockholders. The Board of Directors ~~believes~~does not believe in the ~~vesting conditions applicable~~“one-size-fits-all” approach to corporate governance, and in particular proxy access, reflected in the ~~performance share unit awards are sufficiently structured~~NYC Comptroller’s proposal, and ~~articulated in their current form, are appropriate in light of market practice, and further~~urges the ~~goals of the Company's senior executive compensation program.~~Company’s stockholders to vote AGAINST this Proposal 5.

~~Other Considerations.~~ In addition to the reasons set forth above, the Board of Directors would note that the Company's equity award programs for its senior executives have not changed in several years and have been highly effective in incentivizing management behavior that has created significant stockholder value. For example, over the last three years the Company's adjusted EBITDA grew from $547.7 million in 2009 to $1.97 billion in 2012, and its stock price increased by 184% from a closing price of $218.41 on December 31, 2009 to a closing price of $620.39 on December 31, 2012. Further, the Board of Directors would note that the Company's stockholders overwhelmingly supported these programs and the Company's senior executive pay practices generally by approving the compensation of the Company's named executive officers by the affirmative vote of over 97% of votes cast at the 2012 annual meeting of stockholders.

The Board of Directors recommends that you vote AGAINST this ~~Proposal.~~Proposal 5. Your proxy will be so voted unless you specify otherwise on the proxy card.



Amazon.com, Inc. eBay Inc. ~~Yahoo~~Adobe Systems Incorporated Yahoo! Inc. ~~Amazon.com~~Intuit Inc.	Activision Blizzard, Inc. Expedia, Inc. ~~Orbitz Worldwide~~ ~~Akamai Technologies Inc.~~	~~IAC/InterActiveCorp~~ ~~Netflix Inc.~~Liberty Interactive Corporation Electronic Arts Inc. ~~United Online~~Netflix, Inc. ~~Monster Worldwide Inc.~~	~~Liberty Interactive Corp~~salesforce.com, inc. ~~Salesforce.com Inc.~~ ~~Intuit Inc.~~ ~~Adobe Systems Inc.~~IAC/InterActiveCorp HSN, Inc. TripAdvisor, Inc. Orbitz Worldwide, Inc.



If adjusted EBITDA for the three-year period ending December 31, ~~2014~~2016 is:	Then, the number of shares that will be issued is:	Adjusted EBITDA target for the three-year period ending December 31, ~~2014~~2016 expressed as a multiple of adjusted EBITDA for the three-year period ending December 31, ~~2011~~2013 (reflects upper limit of each applicable tier of adjusted EBITDA):
Less than ~~$5.0~~$8.0 billion	—	~~1.7x~~1.3x
Between ~~$5.0~~$8.0 billion and ~~$5.7~~$9.5 billion	0x to 1x the "target" grant	~~1.9x~~1.5x
Between ~~$5.7~~$9.5 billion and ~~$6.7~~$10.7 billion	1x the "target" grant	~~2.3x~~1.7x
Between ~~$6.7~~$10.7 billion and ~~$7.7~~$12.0 billion	1x to 2x the "target" grant	~~2.6x~~1.9x
Over ~~$7.7~~$12.0 billion	2x the "target" grant	Greater than ~~2.6x~~1.9x



~~Name~~	~~Number of Shares Required to be Owned under the Company's Stock Ownership Guidelines – the Lesser of:~~	~~Number of Shares~~ ~~Actually Owned~~ ~~as of March 20, 2013~~⁽¹⁾
~~Jeffery H. Boyd, President~~ ~~and Chief Executive~~ ~~Officer~~	~~15,000 shares or shares valued~~ ~~at $5 million~~	~~188,188~~
~~Daniel J. Finnegan,~~ ~~Chief Financial Officer~~	~~5,000 shares or shares valued~~ ~~at three (3) times base salary~~	~~19,171~~
~~Darren Huston,~~ ~~Chief Executive Officer ,~~ ~~Booking.com~~⁽²⁾	~~5,000 shares or shares valued~~ ~~at three (3) times base salary~~	—
~~Glenn D. Fogel,~~ ~~Executive Vice President,~~ ~~Corporate Development and~~ ~~Head of Worldwide Strategy~~ ~~and Planning~~	~~5,000 shares or shares valued~~ ~~at three (3) times base salary~~	~~11,631~~
~~Peter J. Millones,~~ ~~Executive Vice President,~~ ~~General Counsel and~~ ~~Corporate Secretary~~	~~5,000 shares or shares valued~~ ~~at three (3) times base salary~~	~~3,903~~



Name	Number of Shares Required to be Owned under the Company's Stock Ownership Guidelines – the Lesser of:	Number of Shares Actually Owned as of March 31, 2015⁽¹⁾	Value of Shares Actually Owned as of March 31, 2015⁽²⁾
Darren Huston, President and Chief Executive; Chief Executive Officer, Booking.com	15,000 shares or shares valued at $5 million	8,902	$10,363,263
Daniel J. Finnegan, Chief Financial Officer	5,000 shares or shares valued at three (3) times base salary	15,251	$17,754,452
Glenn D. Fogel, Executive Vice President, Corporate Development, and Head of Worldwide Strategy and Planning	5,000 shares or shares valued at three (3) times base salary	17,623	$20,515,815
Peter J. Millones, Executive Vice President, General Counsel and Corporate Secretary	5,000 shares or shares valued at three (3) times base salary	3,803	$4,427,262
Christopher L. Soder, Chief Executive Officer, priceline.com	5,000 shares or shares valued at three (3) times base salary	2,501	$2,911,539



Name and Principal Position	Total Shares Subject to Plan	Date of Adoption	End Date

Jeffery H. Boyd ~~President and Chief Executive Officer~~Chairman of the Board	~~2,000 shares~~27,000	~~11/22/2010~~3/7/2014	The earlier of the sale of all of the shares or ~~April 30, 2013~~March 31, 2016.
	~~15,000 shares~~ ⁽¹⁾	~~12/7/2012~~	~~The earlier of the sale of all of the shares or December 31, 2013, if the foundation has not qualified as a tax-exempt private foundation by such date.~~

~~Daniel J. Finnegan~~ ~~Chief Financial Officer~~	~~75%~~100% of the total "net" number (net of amounts associated with any tax withholdings) of shares underlying performance share units granted in March ~~2010,~~2013 that are issued at vesting in March ~~2013,~~2016, if any.	~~11/21/2012~~3/7/2014	The earlier of the sale of all of the shares or ~~November 30, 2013.~~
~~Daniel J. Finnegan~~ ~~Chief Financial Officer~~			March 31, 2016.


[_]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


(1)	Title of each class of securities to which transaction applies: _________________________________


(2)	Aggregate number of securities to which transaction applies: _________________________________


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):


(4)	Proposed maximum aggregate value of transaction: _________________________________


[_]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


(1)	Amount Previously Paid: _________________________________


(2)	Form, Schedule or Registration Statement No.: _________________________________



Name and Principal Position	2012 Salary		2012 Stock Award		2012 "Bonus"		All Other 2012 Comp		Total 2012 Comp

Jeffery H. Boyd Chief Executive Officer	$	550,000	$	4,499,707	$	5,250,000	$	7,824	$	10,307,531
Daniel J. Finnegan Chief Financial Officer	$	315,000	$	1,750,281	$	1,000,000	$	7,824	$	3,073,105
Darren Huston Chief Executive Officer, Booking.com	$	462,952	$	3,000,020	$	4,000,000	$	256,612	$	7,719,584
Glenn D. Fogel Executive Vice President	$	315,000	$	2,000,228	$	1,000,000	$	7,824	$	3,323,052
Peter J. Millones Executive Vice President and General Counsel	$	330,000	$	2,000,228	$	1,000,000	$	7,824	$	3,338,052


(c)	Does not include 546 vested shares the receipt of which has been deferred by Mr. Armstrong for tax planning purposes (such shares will be issued to Mr. Armstrong 90 days after termination of his Board service).


[X]	No fee required.


(3)	Filing Party: _________________________________


(d)	Does not include 3,834 vested shares the receipt of which has been deferred by Mr. Barker for tax planning purposes (such shares will be issued to Mr. Barker 90 days after termination of his Board service).


(e)	Does not include 3,000 shares held by immediate family members of Mr. Docter not sharing the same household, of which Mr. Docter disclaims beneficial ownership.


~~(d)~~(f)	~~Includes 10,000~~Does not include 3,834 vested shares ~~that~~the receipt of which has been deferred by Mr. Epstein ~~has the right~~for tax planning purposes (such shares will be issued to ~~acquire under stock options currently exercisable or exercisable within 60~~Mr. Epstein 90 days after ~~March 20, 2013.~~termination of his Board service).


~~(f)~~(h)	Does not include 546 vested shares the receipt of which has been deferred by Mr. Rothman for tax planning purposes (such shares will be issued to Mr. Rothman 90 days after termination of his Board service).


(i)	Does not include 863 vested shares the receipt of which has been deferred by Mr. Rydin for tax planning purposes (such shares will be issued to Mr. Rydin 90 days after termination of his Board service).


~~(g)~~(k)	Based solely on information provided in a Schedule 13G filed by The Vanguard Group ("Vanguard") with the SEC on February 10, 2015. These securities are owned by Vanguard directly or through wholly-owned subsidiaries of Vanguard. Vanguard lists its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.


~~(h)~~	Based solely on information provided in a Schedule 13G filed by FMR LLC ("FMR"), Edward C. Johnson 3d and Fidelity Management & Research Company with the SEC on February 14, 2013. These securities are owned by various individual and institutional investors affiliated with FMR. FMR lists its address as 82 Devonshire Street, Boston, Massachusetts 02109.


~~(i)~~(m)	Consists of shares beneficially owned by all directors and executive officers of the Company, including the named executive officers, as a group. Does not include 10,755 vested shares of non-employee directors, the receipt of which has been deferred for tax planning purposes (each such director's shares will be issued 90 days after termination of such director's Board service).



Name	Title
Darren R. Huston	President and Chief Executive Officer; and Chief Executive Officer, Booking.com
Daniel J. Finnegan	Chief Financial Officer
Glenn D. Fogel	Executive Vice President, Corporate Development; and Head of Worldwide Strategy and Planning
Peter J. Millones	Executive Vice President; General Counsel; and Secretary
Christopher L. Soder	Chief Executive Officer, priceline.com


(1)	See Security Ownership of Certain Beneficial Owners and Management on page 1617 for certain details relating to actual stock ownership.


(2)	~~Mr. Huston was named Chief Executive Officer~~Based on the closing share price of ~~Booking.com effective September 26, 2011, and will be required to comply with the Company's stock ownership guidelines over time as he vests in Company equity.~~$1,164.15 on March 31, 2015.


~~(1)~~	~~Represents shares donated to and held by a charitable foundation controlled by Mr. Boyd. Mr. Boyd disclaims beneficial ownership of the shares.~~


Name and Principal Position	Year	Salary ($)	Bonus ($)		Stock Awards ($)⁽³⁾	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽²⁾	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)

Jeffery H. Boyd	2012	550,000	—		4,499,707	—	5,250,000	⁽⁴⁾	7,824	⁽⁷⁾	10,307,531
President and	2011	550,000	—		4,500,097	—	4,000,000	⁽⁵⁾	7,674	⁽⁸⁾	9,057,771
Chief Executive Officer	2010	550,000	—		2,925,111	—	4,000,000	⁽⁶⁾	7,674	⁽⁹⁾	7,482,785
Darren Huston⁽¹⁾												2014	750,000	—	14,000,667	—	7,000,000	⁽³⁾	215,427	⁽⁶⁾	21,966,094
President, Chief Executive												2013	478,487	—	11,999,771	—	5,250,000	⁽⁴⁾	150,210	⁽⁷⁾	17,878,468
Officer; and Chief Executive												2012	462,952	—	3,000,020	—	4,000,000	⁽⁵⁾	256,612	⁽⁸⁾	7,719,584
Officer, Booking.com

Daniel J. Finnegan	2012	315,000	—		1,750,281	—	1,000,000	⁽⁴⁾	7,824	⁽⁷⁾	3,073,105	2014	315,000	—	3,999,999	—	1,200,000	⁽³⁾	10,722	⁽⁶⁾	5,525,721
Chief Financial Officer	2011	315,000	—		1,439,919	—	725,000	⁽⁵⁾	7,674	⁽⁸⁾	2,487,593	2013	315,000	—	3,999,815	—	1,000,000	⁽⁴⁾	7,974	⁽⁷⁾	5,322,789
	2010	315,000	—		1,200,088	—	725,000	⁽⁶⁾	7,674	⁽⁹⁾	2,247,762	2012	315,000	—	1,750,281	—	1,000,000	⁽⁵⁾	7,824	⁽⁸⁾	3,073,105

Darren Huston	2012	462,952	—		3,000,020	—	4,000,000	⁽⁴⁾	256,612	⁽⁷⁾	7,719,584
Chief Executive Officer,	2011	134,759	260,560	⁽²⁾	2,999,869	—	695,941	⁽⁵⁾	100,776	⁽⁸⁾	4,091,592
Booking.com⁽¹⁾

Glenn D. Fogel	2012	315,000	—		2,000,228	—	1,000,000	⁽⁴⁾	7,824	⁽⁷⁾	3,323,052	2014	315,000	—	3,999,999	—	1,200,000	⁽³⁾	9,065	⁽⁶⁾	5,524,064
Executive Vice President,	2011	315,000	—		1,439,919	—	900,000	⁽⁵⁾	7,674	⁽⁸⁾	2,662,593	2013	315,000	—	3,999,815	—	1,000,000	⁽⁴⁾	7,974	⁽⁷⁾	5,322,789
Corporate Development and
Corporate Development; and												2012	315,000	—	2,000,228	—	1,000,000	⁽⁵⁾	7,824	⁽⁸⁾	3,323,052
Head of Worldwide Strategy
and Planning

Peter J. Millones	2012	330,000	—		2,000,228	—	1,000,000	⁽⁴⁾	7,824	⁽⁷⁾	3,338,052	2014	330,000	—	3,999,999	—	1,200,000	⁽³⁾	10,928	⁽⁶⁾	5,540,927
Executive Vice President,	2011	330,000	—		1,439,919	—	800,000	⁽⁵⁾	7,674	⁽⁸⁾	2,577,593
General Counsel and	2010	330,000	—		1,200,088	—	800,000	⁽⁶⁾	7,674	⁽⁹⁾	2,337,762
Corporate Secretary
Executive Vice President;												2013	330,000	—	3,999,815	—	1,000,000	⁽⁴⁾	7,974	⁽⁷⁾	5,337,789
General Counsel; and												2012	330,000	—	2,000,228	—	1,000,000	⁽⁵⁾	7,824	⁽⁸⁾	3,338,052
Secretary

Christopher L. Soder												2014	360,000	—	3,999,999	—	852,000	⁽³⁾	8,899	⁽⁶⁾	5,220,898
Chief Executive Officer,												2013	360,000	—	3,999,815	—	1,000,000	⁽⁴⁾	7,974	⁽⁷⁾	5,367,789
priceline.com


(2)	~~Consists of a signing bonus of~~ ~~$259,864~~ ~~and an annual "holiday" bonus paid to all employees of Booking.com of~~ ~~$696~~ ~~for 2011.~~


(3)	Represents 2014 cash awards paid in February 2015 under the 2014 Bonus Plan.


(4)	Represents 2013 cash awards paid in February 2014 under the 2013 Bonus Plan.


(5)	Represents 2012 cash awards paid in February 2013 under the 2012 Bonus Plan.


~~(9)~~	With respect to Messrs. Boyd, Finnegan and Millones, the amount represents the dollar value of insurance premiums paid by the Company during 2010 with respect to life insurance and accidental death and dismemberment insurance for the benefit of such named executive officer and matching contributions made by the Company to each individual's 401(k) plan for fiscal year 2010.

																						Grants of Plan-Based Awards
			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾				Estimated Future Payouts Under Equity Incentive Plan Awards ⁽²⁾							Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards ⁽²⁾
Name	Grant Date	Date Grant Approved	Threshold ($)	Target ($)		Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾	Grant Date	Date Grant Approved	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾
Jeffery H. Boyd	3/4/2012	2/28/2012	—	1,650,000		—	—	6,967	13,934	—	4,499,707
Darren Huston												3/4/2014	2/24/2014	—	1,875,000	N/A	—	10,462	20,924	—	14,000,667
Daniel J. Finnegan	3/4/2012	2/28/2012	—	661,500		—	—	2,710	5,420	—	1,750,281	3/4/2014	2/24/2014	—	661,500	N/A	—	2,989	5,978	—	3,999,999
Darren Huston	3/4/2012	2/28/2012	—	925,904	⁽⁴⁾	—	4,645	4,645	9,290	—	3,000,020
Glenn D. Fogel	3/4/2012	2/28/2012	—	598,500		—	—	3,097	6,194	—	2,000,228	3/4/2014	2/24/2014	—	598,500	N/A	—	2,989	5,978	—	3,999,999
Peter J. Millones	3/4/2012	2/28/2012	—	627,000		—	—	3,097	6,194	—	2,000,228	3/4/2014	2/24/2014	—	627,000	N/A	—	2,989	5,978	—	3,999,999
Chris Soder												3/4/2014	2/24/2014	—	684,000	N/A	2,989	2,989	5,978	—	3,999,999


~~(4)~~	~~The "target" cash payout to Mr. Huston was established in Euros and translated into U.S. Dollars using an average exchange rate~~10-K for ~~2012 of~~ ~~1.29~~ ~~U.S. Dollars to Euros.~~the year ended December 31, 2014.