UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities Exchange Act of
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant under § 240.14a-12§240.14a-12

Booking Holdings Inc.

Priceline Group

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table belowin exhibit required by Item 25(b) 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:
	(5)    Total fee paid:
	Fee paid previously with preliminary materials.
	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.:
	(3)    Filing Party:
	(4)    Date Filed:

TABLE OF CONTENTS

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.1

APRIL 23, 2024 Dear Stockholders,

Dear Stockholders,

The Priceline Group delivered another yearAs I write these words in April 2024, I have never been more energized about the future of strong business performancetravel and the potential for our company, while recognizing that we operate in 2015 despite continued volatilityone of the most competitive industries in the macro conditionsworld marked by rapid technological acceleration and regulatory changes, both of which bring new challenges and opportunities. 

Our company’s mission is: To Make It Easier For Everyone to Experience The World. From our very beginning, we confrontbelieved that we could use technology to dramatically improve the way people discovered, searched, booked and experienced travel. Now, more than 25 years later, we are one of the world’s largest travel companies and achieved a major milestone in 2023: we booked more than one billion room nights through our platforms.

We are a global company doing business in more than 220 countries and territories with more than 23,000 employees around the globe. world. Last year, through our Booking.com, Priceline, Agoda and KAYAK brands we enabled our travel customers to execute billions of searches across our websites and apps, provided access to properties with over 29 million individual listings, facilitated 36 million flight tickets and 74 million rental car days booked on our platforms, and helped to seat more than 1.5 billion diners through OpenTable. 

In my judgment, the Group's consistent performance is a testament2023, we achieved record-setting financial results, with more than $21 billion in revenue, which was up 25% compared to the strength of our independent brands, the execution by our outstanding brand leaders and our strong culture of entrepreneurship, which enable teamwork and innovation to flourish and allow us to attract the best people to join us in our collective mission to help people experience the world.

The Group reported $55.5 billion in gross travel bookings in 2015, an increase of 25% on a constant currency basis. We are justifiably proud to achieve such a high level of growth given the size of our business, especially since it represents organic growth driven by innovation and expanding brand strength. Despite continued currency headwinds, the Group delivered the industry's highest profit margins and $2.6year prior, more than $4 billion in net income, which was up 40% from the prior year, more than $7 billion in adjusted EBITDA, which was up 34% compared to the prior year, and generated $7 billion in net cash provided by operating activities and free cash flow. With this solid financial performance and our strong balance sheet, we were able to return over $10 billion to shareholders over the course of the year through stock repurchases, and we recently paid our first cash dividend. (See Appendix A for a reconciliation of non-GAAP financial measures to GAAP financial measures.) 

Not all of 2023 was perfect though. At Booking.com, we had a back-end systems upgrade that resulted in delayed payments to some of our supplier partners. Separately, some of our accommodation supplier partners experienced cyber breaches that resulted in losses for some of our traveler customers; while our systems were never breached, we know our traveler customers depend on us and we are spending more time and resources to help our supplier partners improve their security. Additionally, we faced new challenges as novel regulations have required time, energy, and investments plus educational outreach to our customers and partners. 

Also, we were disappointed that the year.

Booking.com,EU Commission blocked our largest brand, had an outstanding year, characterized by relentless innovation which allowed the businessacquisition of Etraveli, a European-based online distributor of flight tickets we have been working with for many years to build the Booking.com flight vertical. We are appealing to the EU courts as we believe the Commission’s decision was incorrect in both its interpretation of competition law and its understanding of the factual competitive situation. Consumers benefit from more competition and the acquisition would have enabled us to more rapidly improve flight services for all customers. While the appeal process proceeds, we continue to work closely with Etraveli and are pleased we extended our contractual agreement with them.

Two Universal Truths 

Booking is a world-class, device-agnosticcompany that has continued to innovate and has been a travel technology leader from our early deployment of mobile apps, to sophisticated machine learning analysis, to some of the first uses of Generative AI. Our mission is to make it easier for everyone to experience the world because we believe this is a world worth experiencing. We know travel expands horizons and brings cultures closer together. There has never been a greater opportunity for customersus, sitting at the intersection of travel and reservation growthtechnology, to partners,shape the future of travel and positively impact people’s lives.

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.2

The world, technologies, societies, cultures, and consumer behaviors will continue to change, but there are two things we know will remain true. First, there will always be an intrinsic human desire to travel, and second, technology will continue to advance and improve travel distribution.

Throughout history, humans have wanted to explore and connect with others. While events like war, global recessions, pandemics and natural disasters can temporarily disrupt travel, time and time again we see the human desire to explore the world reemerge. 

Technology hastens the pace of innovation. While advancements in mobile technology, global connectivity and infrastructure, AI, digital payments and banking, search algorithms, translation technologies and more have gotten us to where we are today, there is so much more that technology can and will do to make every aspect of planning and booking travel easier.

Accelerate Value on Both Sides of the Marketplace

Our brands sit at the center of the travel ecosystem - connecting travelers to the providers of travel services, all while achieving profitable growth at scale. Continued growth inof whom are our customers. We must continuously innovate to create incremental value for both sides of this travel marketplace.  

For our travelers, we provide a vast array of travel options and we will continue to expand the breadth of accommodationproducts and services we offer across multiple verticals. This includes increasing the supply of homes and other alternative accommodations, adding more global airlines and flight destination and origination points, adding new ground transportation and attractions options, and offering new services like cancel-for-any-reason travel insurance. We will also continue investing in Genius, our loyalty program, to make sure we can surface great deals for travelers across our brands, across the world, and bring even more customers to our supply partners. 

We will continue to invest in what we call our Connected Trip vision, which centers on removing the frustration so many people experience in planning, booking and experiencing their travel because we know that a seamless travel experience is a good experience. We want it to be easy to plan and book all the elements of a trip – the flights, the accommodations, the ground transportation and the things to do – in a unified way based on customer preferences, and deliver even more value throughout. Our vision means that in the future our systems could have capabilities such that if there is a problem like a flight delay, we could automatically adjust your airport taxi’s pickup time, reset your dinner reservation, and/or modify your hotel reservation so it is not canceled because you did not check in by the originally booked time. And when you are at your destination, we want there to be an easy way for our attractions partners to provide you with personalized offers that give you more value while enabling our supplier partners to obtain incremental demand in a low-cost way. These are just a few examples of what we believe the Connected Trip may be able to do sometime in the future.  

Technology can do so much more than it does today to create meaningfully better travel experiences. To build this requires a deep understanding of travel technology, an ability to synthesize information, match and analyze data sets, as well as marketingan implicit and product innovations,explicit understanding of traveler preferences to create richer, contextually relevant and personalized offers. 

We believe these investments will not only positively impact our travelers, but also benefit our supplier partners. By deploying our capabilities, our deep understanding of data science, our global reach, and our investments in AI, we believe we will create many more ways for our partners to generate even more business. Ultimately, the success of our business model relies just as much on remaining a trusted and value-driving partner to our supplier customers as it does to our traveler customers. 

Relentless Innovation 

Our organization is characterized by innovation and we know we cannot rest on what we have been key drivers in this impressive performance. Booking.com remained committedachieved to growing its supplydate. Our thousands of vacation rentals, including homes, apartmentstalented developers, engineers and villas, which now constitute almost 50%data scientists celebrate self-disruption and thrive on a culture of total properties. In addition, advances in scaling a booking experience for these properties that meetsconstant experimentation.  

While the high standards our customers have come to expect, have contributed to growth in reservations. Booking.com has also made solid progress in building Booking for Business, its Genius loyalty program and the BookingSuite marketing services business for hotels, which also provide a foundation for future growth. Gillian Tans has recently been named CEO of Booking.com. Gillian previously served as President and COO and,travel industry as a 14-year veteranwhole is only beginning to scratch the surface of the business, she has played an instrumentalopportunities that Generative AI will unearth, we already have more than a decade of experience deploying AI technology across our platforms – from personalization to machine translations, content analysis and optimization, fraud detection, and more. We have always envisioned AI technology playing a central role in building the business into a global leader. I am looking forward to working with Gilliandelivering an easier and more personalized experience. With Generative AI we will build on our rich history of experience and leverage our proprietary data in her new role.

The Group's other brands, priceline.com, KAYAK, agoda.com, Rentalcars.com and OpenTable, all share the same commitment to continuous innovation around product and marketing, allowing usorder to continue to takedo what we have done throughout our history – bring the newest technologies to the forefront of the travel booking experience.

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.3

In 2023, we launched a number of Generative AI initiatives across our brands. By letting each brand experiment, build and analyze this opportunity themselves, we continue to drive diversified learnings across our company. KAYAK and OpenTable have been some of the first adopters on many fronts, testing Generative AI plug-ins last year, and KAYAK recently released technology allowing users to search for better prices using screenshots in the KAYAK PriceCheck tool. Booking.com’s AI Trip Planner helps people discover, plan and book their travel using an interactive GenAI chatbot. At Priceline, we recently made several major enhancements to Penny, Priceline’s AI travel assistant, following six months of real-world interaction with users. It is still early days, but we will continue to test and learn quickly. 

Our payments and fintech operations will be another area of continued focus in 2024. Managing currency conversion, regulation and compliance, different payment infrastructures, bank and payment provider relationships, fraud and risk detection and a lack of global standards can be very challenging for our supplier partners. That’s why we’re investing in the technology and infrastructure needed to support both travelers and supplier partners to further remove friction from the travel booking experience. In 2023, Booking.com processed about half of its gross bookings through its payments platform. 

The mobile app will also remain a focal point of our strategy as more and more travelers are digital natives and expect smartphones to power all of their travel needs. With almost half of our bookings coming through our mobile apps, we will continue investments to optimize this experience. 

Closing out 2023 and looking forward, I again express my optimism for the future of travel and dining-out for customers all over the world, and be a world leader when it comes to helping our partners grow their businesses. In 2015, priceline.com implemented improvements to the technology platform underlying its full service travel offering and is positioned to push product enhancements and more rapid experimentation in support of an iconic brand in the U.S. market. KAYAK delivered a strong year of profit growth through product enhancements, an effective re-orientation of brand and performance-based marketing in online channels and international expansion. Agoda.com made great progress in 2015, building customer loyalty through value-based offerings and refining its performance-based marketing strategy in online channels. Rentalcars.com continued building its international brand through organic growth and a focus on improving the customer experience from end-to-end. At OpenTable, with Christa Quarles promoted to CEO, the team has made progress developing the platform for scaled international expansion, adding more restaurants to its cloud-based solution and delivering diner and revenue growth with the leading U.S. brand in online dining reservations.company. 

AllWe are a leader in our space. We sit on the cusp of the Group's brands share a passionopportunity. These facts remind us daily that we need to move quickly. Think harder. Innovate faster. We will do this, but never by compromising our values or our integrity. I want to thank all of our employees for creating the most compelling online experienceliving our values everyday, and for working relentlessly for our customerstraveler and the most advanced and effective online marketing programs, which present our brands to millions of customers all over the world. This requires a mastery of the multi-screen world, with mobile becoming the most important medium for messaging and transacting, and new platforms emerging and rapidly scaling to become major sources of traffic and demand. We are fortunate to have six talented teams driving investment, innovation and experimentation in this multi-screen world, all while sharing best practices to make the whole Group stronger.supply partner customers. 

Finally, as has been reported in the press and detailed in the attached proxy statement, I have returned to the Group as interim Group CEO and our Board has commenced a search for a long-term successor. While unplanned, I consider it a great privilege to lead this organization and the talented team of people who advance our cause every day. I believe the business is well positioned to build on its long record of solid financial performance.

I would likealso want to thank our customers, employees, partnersBoard of Directors who remain committed to our mission, vision and stockholderslong-term outlook for their support.success.

On behalf of our entire organization, I reiterate our commitment to being an industry leader, growing faster than the market, and continuing to deliver market-leading returns. 

Sincerely,

Jeffery H. Boyd

Interim

Glenn D. Fogel
President and Chief Executive Officer and President, and Chairman of the Board

April 28, 201623, 2024

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.4

APRIL 23, 2024

Dear Stockholder:Stockholder,

You are cordially invited to attend the 20162024 Annual Meeting of Stockholders (the “Annual Meeting”) of The Priceline GroupBooking Holdings Inc. to be held at 10:11:00 a.m. Eastern Time on Thursday,Tuesday, June 2, 20164, 2024.

The Annual Meeting will be held in a virtual format. You may attend the virtual Annual Meeting by visiting the website www.virtualshareholdermeeting.com/BKNG2024. To ask questions and vote at The NASDAQ Market Site, 4 Times Square, New York, New York 10036.the Annual Meeting, you will need the 16-digit control number that appears on your Notice of Internet Availability of Proxy Materials, on the proxy card, or on the instructions that accompanied the proxy materials.

This booklet includes the Notice of Annual Meeting and proxy statement. The proxy statement provides information about The Priceline GroupBooking Holdings Inc. in addition to describing the business we will conduct at the meeting.

We hope you will be able to attend the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, please mark, sign, date, and return your proxy card in the enclosed envelope as soon as possible or vote online or by calling the toll-free telephone number or by using the Internet as described in the instructions included in your proxy card. Your stock will be voted in accordance with the instructions you have givengive in your proxy card. You may attend the Annual Meeting and vote in person,through the virtual meeting platform, even if you have previously returned your proxy card or voted by telephone or by Internet,online, by following the instructions included in the proxy statement.Allstockholderswhoattendthemeetingwillberequiredtopresentvalidpictureidentification,suchasadriver’slicenseorapassport. We hope you are able to join us on June 2.4.

Sincerely,

Jeffery H. Boyd

Interim Chief Executive Officer and President, and Chairman

Robert J. Mylod, Jr.
Chair of the Board
April 23, 2024

April 28, 2016

IMPORTANT2024 PROXY STATEMENT | BOOKING HOLDINGS INC.5

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

A proxy cardThe Board of Directors of Booking Holdings Inc. is enclosed. We urge you to complete and mail the card promptly in the enclosed envelope, which requires no postage if mailed in the United States. Alternatively, you may vote by calling the toll-free telephone number or by using the Internet as described in the instructions included withsoliciting your proxy card. Any stockholder attendingfor the Annual Meeting may personally vote on all matters that are considered, in which case the signed and mailed proxy or prior vote by telephone or Internet will be revoked. Pleasenote,however,thatifyoursharesareheldofrecordbyabroker,bankorothernomineeandyouwishtovoteatthemeeting,youmustobtainfromtherecordholderaproxyissuedinyourname.

IT IS IMPORTANT THAT YOU VOTE YOUR STOCK

ThePriceline Group Inc.
800 Connecticut Avenue
Norwalk, Connecticut 06854

Thursday, June 2, 2016

10:00 a.m. Local Time

To the stockholders of The Priceline Group Inc. (the “Company”):

The Company hereby notifies you that its 2016 Annual Meeting of Stockholders will be held on Thursday, June 2, 2016 at 10:00 a.m. local time at The NASDAQ Market Site, 4 Times Square, New York, New York 10036 for the following purposes:Stockholders.

These business items are more fully described in the proxy statement accompanying this notice.

The Board of Directors has fixed the close of business on April 7, 2016 as the record date for identifying those stockholders entitled to notice of, and to vote at, this Annual Meeting and at any adjournment or postponement of this meeting.

April 28, 2016

By Order of the Board of Directors

Peter J. Millones

Executive Vice President, General Counsel and
Corporate Secretary

Norwalk, Connecticut

AT THE MEETING

ONLINE

TELEPHONE

MAIL

To attend the Annual Meeting, visit www. virtualshareholdermeeting.com/BKNG2024. To vote or ask questions during the Annual Meeting, you must have the 16-digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials.

You may vote online at www.proxyvote.com or by scanning the QR code on your proxy card.

You may vote by calling 1-800-690-6903, a toll-free telephone number.

Complete, date, and sign the enclosed proxy card and return it in the enclosed postage prepaid envelope (if mailed in the United States).

April 23, 2024 By order of the Board of Directors Vijay S. Iyer Corporate Secretary Norwalk, Connecticut	This proxy statement and our 2023 Annual Report are also available on our website at https://ir.bookingholdings.com/financials/ annual-reports/default.aspx.

 

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.Company Highlights6

Back to Contents

PROXY SUMMARY

This summary highlights our mission, selected business results, corporate governance, and Proxy Statement Summary

To assist you in reviewing our 2015 performance, we would like to call your attention to the following information, including key elements of our proxy statement and Annual Report on Form 10-K. The following description is only a summary. Before voting and forexecutive compensation information. For more complete information about these topics, please review the full proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2015 and2023. 

OUR MISSION IS TO MAKE IT EASIER FOR EVERYONE TO EXPERIENCE THE WORLD

Booking Holdings Inc. (the “Company,” “Booking Holdings,” “we,” “our,” or “us”) is the complete proxy statement.

Company Highlights - Performance

From an operating and financial perspective, 2015 was another very good year for The Priceline Group. We continue to operate the largest, most profitable globalworld’s leading provider of online travel business inand related services. We connect consumers wishing to make travel reservations with providers of travel services around the world through our online platforms through five primary consumer-facing brands:

Accommodations

Ground Transportation

Flights

Activities

Restaurants

Meta Search

Booking.com

Priceline

agoda

KAYAK

OpenTable

	World’s Best Employers  America’s Best Midsize Employers			World’s Most Admired Companies Fortune 500 List			World’s Best Companies
	FORBES			FORTUNE			TIME
	220+ Countries and Territories			40+ Languages			~3.4M  Properties

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.7

Back to Contents

Our 2023 Performance

In 2023, we reached a significant milestone with a market capitalizationan all-time high of $64over 1 billion (as of March 31, 2016) and a 2015 operating margin of 38% as a percentage of gross profit. During 2015, Booking.com, our largest business, added over 210,000 accommodations to its reservation services, including over 125,000 vacation rental properties, and, as of March 31, 2016, had approximately 880,000 directly bookable hotels and other places to stay available through its websites and mobile offerings representing more than 22.8 million rooms. Based on room nights booked which grew 24.9% in 2015 to more than 432 million,on our platforms, and we continue to be the largest online accommodation reservation service in the world.

We are particularly proud of our ability to achieve both strong growth and industry-leading profitability over many years. Due to the highly international nature of our business, our financial performance as reported in U.S. Dollars, including our adjusted EBITDA, was significantly and negatively impacted by the strong U.S. Dollar when compared to most other currencies, in particular the Euro, during 2015. However, we still achieved year-over-year gross 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 consumers through our online travel reservation businesses, net of cancellations) growth of 10.4%, gross profit growth of 13.3% and adjusted EBITDA growth of 7.5%. Constant currency (i.e., using 2014 exchange rates) gross bookings growth of 25% and gross profit growth of 27% in 2015 are even more impressive and demonstrate our fundamental operating strength. From a multi-year perspective, we have achieved significant growth, with a 127% increaseset new records in gross bookings, a 141% increase in gross profitrevenues, and a 125% increase in adjusted EBITDA overAdjusted EBITDA. We had the 2013-2015 three-year period as compared to the 2010-2012 three-year period. See Appendix A to this proxy statement for a reconciliation of adjusted EBITDA to U.S. GAAP net income.

THE PRICELINE GROUP INC. - 2016 Proxy Statement8

Company Highlights - Stockholder Return

Our stronghighest operating and financial performance has resulted in significant returns to stockholders. Our 2015 earnings per share (diluted) grew 8.3% to $49.45.income among travel companies. In addition, we returned approximately $3.1 billionprioritized returning capital to stockholders by repurchasing approximately 2.5 million$10.2B in shares, of our common stock during 2015. Over the 2013-2015 three-year period, we returned approximately $4.7 billion to stockholders through the repurchase of shares of our common stock, representing 57%140% of the cash generated by operating activities duringin 2023. We are proud that, three-year period. Our stock price increased by 11.8% during 2015despite challenges to our global community such as the wars in Ukraine and by 106% during the 2013-2015 three-year period.Middle East and the impact of inflation, we continued our efforts to make our brands the most trusted and convenient platforms for consumers and partners.

Company Highlights -

	GROSS BOOKINGS			ROOM NIGHTS
	$150.6B 24% increase compared to 2022			1,049M 17% increase compared to 2022
	REVENUES			NET INCOME
	$21.4B 25% increase compared to 2022			$4.3B 40% increase compared to 2022
	adjusted ebitda*			YEAR END STOCK PRICE
	$7.1B 34% increase compared to 2022			$3,547 76% increase compared to year end 2022

*	See Appendix A to this proxy statement for a reconciliation of non-GAAP financial measures and rationale for use of non-GAAP financial measures.

Corporate Governance and Board CompositionHighlights

We strive to maintain strong corporate governance practices that are both stockholder friendly and designed to protect and grow long-term stockholder value. Management regularly engages with our largest stockholders and encourages all stockholders to contact us about any concerns they have. Our corporate governance practices include:

•

		Current Board Chair is independent			Stockholders can call special meetings
		Lead Independent Director			Annual “say-on-pay” vote
		Stock ownership guidelines for directors and executive officers			Longstanding prohibition on hedging or pledging of stock by directors and executive officers
		11 of 12 directors are independent			Stockholder-approved proxy access
		Annual director elections (i.e., no classified board)			Majority voting in director elections
		Annual board and committee self-evaluation			No supermajority voting provisions
		Stockholders can act by written consent in lieu of a meeting			No poison pill/rights plan

Lead Independent Director;

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.8

•

Back to Contents

Our Board

Majority voting in director elections;

•

Current Directors	Age (as of 3-31-24)	Director Since	Independent	Committee and Subcommittee Memberships				Other Public Directorships
				Audit	Corporate Governance	Talent and Compensation	Cybersecurity
Glenn D. Fogel	62	2017						0
Mirian M. Graddick-Weir	69	2018		M		C		1
Kelly Grier	54	2023		M				2
Wei Hopeman	54	2019			M			0
Robert J. Mylod, Jr. (Chair)	57	2017				M		1
Charles H. Noski (Lead Independent Director)	71	2015		M	C			1
Larry Quinlan	61	2022					C	2
Nicholas J. Read	59	2018		M			M	0
Thomas E. Rothman	69	2013			M			0
Sumit Singh	44	2022				M		1
Lynn Vojvodich Radakovich	56	2016			M	M		2
Vanessa A. Wittman	56	2019		C			M	2
Number of Meetings in 2023				9	5	6	3
M Member    C Chair

Stockholder-approved proxy access;

•

Annual director elections (i.e., no classified Board);

•

No super-majority voting provisions;

•

Stock ownership guidelines for directors and executive officers;

•

Stockholders can call special meetings;

•

No poison pill/rights plan;

•

Annual “say-on-pay” vote;

•

No hedging or pledging of stock by directors or executive officers;

•

Disclosure of director and executive officer 10b5-1 Plans; and

•

10 of 11 directors are independent.

In addition, ourOur Board exhibits a strong mix of desired attributes, including business experience, tenure, age, genderdiversity of perspectives, and independence. We have added four independent directors since January 2013. Three membersThe following is a snapshot of some key characteristics of our Audit Committee have been designated as “audit committee financial experts.”Board, assuming all twelve nominees are elected at the Annual Meeting.

FINANCIAL EXPERTS		TENURE		AGE

DIRECTOR QUALIFICATIONS
	8	Leadership		9	Finance		12	Global Business
	1	Human Resources		7	Technology		3	Sales and Marketing
	2	Travel

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.Company Highlights - Executive Compensation9

Back to Contents

We believe strongly in pay for performance.Our Board is committed to a refreshment process to ensure continued representation of a diversity of viewpoints, backgrounds, experience, knowledge, and perspectives. As a result, we designof March 31, 2024, our compensation programs soBoard has twelve members, including five women directors, four racially or ethnically diverse directors, and two Board leadership positions that we must achieve outstanding performance for our executive officers to achieve above-market compensation, including through the combination of below-market salaries and the potential for a high level of variable, performance-driven compensation. We believe that we have developed a highly effective compensation program that has resulted in strong performance for many years.are held by women. The program is substantially performance based, combines short-term and long-term elements anddemographic information presented below is based on a metric that promotes bothvoluntary self-identification by each director.

Board Diversity Matrix (as of March 31, 2024)
Total Number of Directors		12
	Female	Male	Did Not Disclose
Part I: Gender Identity
Directors	5	6	1
Part II: Demographic Background
Asian	1	1	0
Black or African American	1	1	0
White	3	4	0
Did Not Disclose	0	0	1

Executive Compensation Highlights

The Talent & Compensation Committee (the “T&C Committee”) relies upon certain fundamental principles in designing the executive compensation program including an emphasis on performance-based pay, aligning executive interests with those of stockholders, and attracting and retaining key talent. In addition, the T&C Committee engages with stockholders and seeks to reflect their feedback in the executive compensation program. The Company received strong stockholder value creation and short-term andsupport for say-on-pay in 2023, which we believe reflected the long-term executive accountability. We use adjusted EBITDA as the primary measure for evaluating our performance and stockholder value-aligned changes implemented after extensive stockholder outreach following the 2022 Say-on-Pay vote outcome. Such changes include a return to performance share units (“PSUs”) with three-year targets and the inclusion of an absolute total stockholder return (“TSR”) governor on top of the relative total stockholder return (“rTSR”) modifier included in 2022 for determining performance-basedthe long-term incentive program. For 2024, the T&C Committee has incorporated further changes representative of the Company’s compensation philosophy including changes to the equity pay mix and cash compensation mix, and individual bonus caps for executive officers. We invite you to read A Letter from the Talent and Compensation Committee to our senior executives because, among other reasons, we believe that adjusted EBITDA represents the performance of our core business and our ability to create value for stockholders. See CompensationDiscussionandAnalysis beginningStockholders on page  3446 for more information about our compensation programs and philosophy.information.

2023 COMPENSATION MIX⁽¹⁾

(1)

Mix is shown at target. Percentages are approximate due to rounding.

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.THE PRICELINE GROUP INC. - 2016 Proxy Statement910

---

We do:

Back to Contents

	We do not:
✔		WE DO:			WE DO NOT:
		Tie pay to performance.		✘ Provide change in control severance tax gross-ups	Pay dividend equivalents unless the vesting and do have a policy against future such arrangements. performance conditions for the underlying equity award are met.
✔ Use “double triggers” in our severance agreements and equity awards.		✘
		Cap the bonus pool from which senior executives’ individual cash bonuses are paid.			Permit stock option repricing without stockholder approval.
✔ Have significant stock ownership guidelines.		✘
		Cap individual bonus at two times target for executive officers beginning with the 2024 annual bonus plan.			Provide significant executive-only perquisites.
✔ Have a clawback policy.
	✘ Grant stock options.
✔ Conduct an annual risk assessment of our executive compensation program.	Limit PSU payouts at target if TSR is not positive over the PSU measurement period.	✘		Permit hedging or pledging of our stock by our directors orand executive officers.

Annual Meeting Information Summary

	Time and Date:		Location:		Record Date:
	10:00 a.m., local (Eastern) time, on Thursday, June 2, 2016.		The NASDAQ Market Site, 4 Times Square, New York, New York 10036. For more information about entry into the meeting, see HowtoAttendtheAnnualMeeting on page 15.		April 7, 2016.

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 card 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 card, you may still vote in person if you attend the meeting. Pleasenote,however,thatifyoursharesareheldofrecordbyabroker,bankorothernomineeandyouwishtovoteatthemeeting,youmustobtainfromtherecordholderaproxyissuedinyourname.

Voting Matters:

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

Proposals	Board Voting Recommendation	More Information
Election of Directors (Proposal 1)	The Board of Directors recommends that you vote FOR each of the Board of Directors’ nominees.	Page 16 Use “double triggers” in our severance agreements and equity awards.			Provide change in control severance tax gross-ups.
Ratification of Independent Auditors (Proposal 2)	The Board of Directors recommends that you vote FOR ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.	Page 66
Advisory Vote to Approve Executive Compensation (Proposal 3)	The Board	Have both an incentive-based compensation clawback policy and a Financial Restatement Recovery Policy aligned with the SEC requirements.			Enter into new arrangements with executive officers that would pay cash severance in excess of Directors recommends that you vote FOR the approval on2.99 times salary and target bonus, without stockholder ratification.
		Conduct an advisory basisannual risk assessment of our executive compensation. compensation program.	Page 69
		Conduct a robust stockholder engagement process.
		Conduct formal executive succession planning.
		Have meaningful stock ownership guidelines.

THE PRICELINE GROUP INC. - 2016 Proxy Statement10

---

Table of Contents

 

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.11

PROXY STATEMENT

13

Voting Rights and Outstanding Shares; ApprovalBack to Contents

13

This page intentionally left blank.

Revocability of ProxiesBack to Contents

14

CORPORATE
GOVERNANCE

Solicitation

14

How to Attend the Annual Meeting

15

PROPOSAL 1 - ELECTION OF DIRECTORS	14
NOMINATION AND ELECTION PROCESS	16

Nominees for Director
BOARD EVALUATIONS	18

Retiring Director

21

Executive OfficersNOMINEES FOR ELECTION AS DIRECTORS

2219

CORPORATE GOVERNANCE AND BOARD MATTERS

23

The Board of DirectorsMANAGEMENT

23

Strategic Framework and The Board’s Role in Company Strategy

23

Corporate Governance

23

Committees of the Board of Directors

27

Leadership Structure
OUR GOVERNANCE FRAMEWORK	29

Board’s Oversight of Risk

30

OUR BOARD’S ROLE IN COMPANY STRATEGY	32
BOARD’S ROLE IN RISK OVERSIGHT	32
BOARD COMMITTEES	34
DIRECTOR INDEPENDENCE	37
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	37
BOARD PRACTICES AND PROCEDURES	38
SUSTAINABILITY	39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	3143

13

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEBack to Contents

33

Proposal 1 Election of Directors COMPENSATION DISCUSSION AND ANALYSIS

34

Summary Information
	34

Executive Compensation Program Philosophy and Objectives

36

2015 Say-on-Pay Advisory Vote on Executive Compensation Results and Consideration

38

The RoleBoard of Management

38

The RoleDirectors recommends a voteFOReach of the Compensation Consultant Board’s nominees.
	39

Benchmarking

39

Components of Executive Compensation in 2015

40

Key Governance Matters

46

Compensation Committee Report

48

THE PRICELINE GROUP INC. - 2016 Proxy Statement11

---

Back to Contents

COMPENSATION OF NAMED EXECUTIVE OFFICERS

49

Summary Compensation Table

49

Grants of Plan-Based Awards Table

51

Outstanding Equity Awards at 2015 Fiscal Year-End Table

52

Option Exercises and Stock Vested Table

53

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

54

POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL AND/OR TERMINATION

58

EQUITY COMPENSATION PLAN INFORMATION

61

2015 NON-EMPLOYEE DIRECTOR COMPENSATION AND BENEFITS

62

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

65

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

65

Review and Approval or Ratification of Related Person Transactions

65

PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

66

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

67

AUDITOR INDEPENDENCE

68

PROPOSAL 3 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

69

2017 STOCKHOLDER PROPOSALS

70

OTHER MATTERS

70

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

71

Non-GAAP Financial Measures

72

FORM OF PROXY CARD

73

THE PRICELINE GROUP INC. - 2016 Proxy Statement12

---

Back to Contents

■

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 2, 2016

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of The Priceline Group Inc. (the “Company,” “The Priceline Group,” “we,” “our” or “us”) for use at our 2016 Annual Meeting of Stockholders to be held on Thursday, June 2, 2016, at 10:00 a.m. local (Eastern) time (the “Annual Meeting”), or at any adjournment or postponement of the Annual 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 NASDAQ Market Site, 4 Times Square, New York, New York 10036. We intend to mail this proxy statement and the proxy card on or about April 28, 2016 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 7, 2016 will be entitled to notice of and to vote at the Annual Meeting. At the close of business on April 7, 2016, 49,637,715 shares of common stock were outstanding and entitled to vote. Each holder of record of common stock on April 7, 2016 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 our 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.

•

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.

THE PRICELINE GROUP INC. - 2016 Proxy Statement13

---

Back to Contents

If your shares are held in “street name,” and you do not instruct the broker as to how to vote your shares on Proposals 1 or 3, 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. Pleaseinstructyourbrokersoyourvotecanbecounted.

Voting Matters

Proposal	Board Vote Recommendation
Proposal 1: Election of Directors	FOR each nominee
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm	FOR
Proposal 3: Advisory Vote to Approve Executive Compensation	FOR

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 our Corporate Secretary at our principal executive office (800 Connecticut Avenue, Norwalk, Connecticut 06854);

•

filing with our Corporate Secretary at our 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). Pleasenotethatifyoursharesareheldofrecordbyabroker,bankorothernomineeandyouwishtovoteatthemeeting,youmustobtainfromtherecordholderaproxyissuedinyournameinordertovoteatthemeeting.

Solicitation

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

THE PRICELINE GROUP INC. - 2016 Proxy Statement14

---

Back to Contents

How to Attend the Annual Meeting

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

THE PRICELINE GROUP INC. - 2016 Proxy Statement15

---

Back to Contents

■ PROPOSAL 1

ELECTION OF DIRECTORS

The Board currently consists of eleventwelve directors, with no vacancies, and the term of all of the directors expires at the Annual Meeting. After years of dedicated service on the Board and exceptional leadership as chairman of the Audit Committee, Howard W. Barker, Jr., 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 our By-Laws and effective as of the Annual Meeting, the Board has fixed the number ofAssuming all nominated directors constituting the entire Board at ten such that afterare elected, following the Annual Meeting the Board will be comprisedconsist of tentwelve directors with no vacancies. The Board has proposed that the following ten nominees, each of whom is a current director, beIf elected to the Board at the Annual Meeting, toeach of the twelve director nominees will hold office for a one-year term until the next2025 annual meeting of stockholders and until his or hertheir successor has been duly elected and qualified: TimothyM.Armstrong,JefferyH.Boyd,JanL.Docter,JeffreyE.Epstein,JamesM.Guyette,CharlesH.Noski,NancyB.Peretsman,ThomasE.Rothman,CraigW.RydinandLynnM.Vojvodich.qualified, or until their earlier death, resignation, or removal. Unless otherwise instructed, it is the intention of the persons named as proxies on the accompanying proxy card towill vote shares represented by properly executed proxies for such nominees.the twelve nominees listed below. The proxies solicited by this proxy statement may not be voted for more than tentwelve 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 our 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 our Corporate Governance Principles will not participate in the Nominating and Corporate Governance Committee recommendation or Board action regarding whether to accept the resignation offer. We 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 filed with the U.S. Securities and Exchange Commission (the “SEC”). 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 tentwelve nominees will be available to serve as directors on our Board and each person nominated has agreed to serve if elected, 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 2017 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. We have no reason to believe that any nominee will be unable to serve.

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.14

 

Back to Contents

Director Qualifications

The Board of Directors recommends a vote FOR each of the Board’s nominees.

We believe that our directors should possess high personal and professional ethics and integrity, and be committed to representing the long-term interests of our stockholders. We endeavor to have a Board representing a range of experiences at policy-making levels in business and in areas that are relevant to the global nature of our global activities. Theoperations and our long-term strategy. As a result, the Board and the Nominating and Corporate Governance Committee (“CG Committee”) believe that, in light of our businessesbusiness, strategy, and structure, the following are key areas of experience, qualifications, and skills that should be represented on the Board:

	Leadership. Directors with experience in significant leadership positions over an extended period, especially chief executive officer (“CEO”) positions, provide us and the Board with special insights. These individuals generally possess exceptional 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 methods to drive change and growth.
	Finance. It is important for our directors to understand finance, financial statements, and financial reporting processes. We generally measure our operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and effective auditing are critical to our success.
	Global Business. We operate a global business and believe it is important the Board includes directors with a mix of global business perspectives representing a variety of markets.
	Human Resources. As our business continues to grow and the number and diversity of our employees increases, the Board believes that directors with human resources (including people and culture) experience are important to our success.
	Technology. The Board believes that having directors with technology oversight experience, including of internet or e-commerce businesses, is important for the Board’s ability to oversee management and provide insight regarding innovations and the evolving risk landscape in our industry.
	Sales and Marketing. As our business is highly dependent on effective marketing, the Board seeks to have directors with significant sales and marketing experience to provide additional insight and advice to management in these areas.
	Travel Industry. The Board believes that having directors with insight into the travel industry and related industries helps it evaluate our strategy and oversee management.

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.15

THE PRICELINE GROUP INC. - 2016 Proxy Statement16

Back to Contents

The foregoingfollowing 2024 board skills matrix shows areas of experience, qualifications, and skills that were particularly identified withfor each nominee by the Nominating and Corporate GovernanceCG Committee and the Board when considering the re-nomination ofcurrent nominees. We continue to evaluate the current directors are summarized inmatrix against our strategy so that it can serve as an effective tool for identifying director nominees who collectively have the following chartcomplementary skills, experience, and described more fully in each nominee’s biography set forth below.qualifications to guide our Company.

Director Qualifications

	Leadership	Finance	Industry	Global Business	Sales and Marketing
Timothy M. Armstrong	✔ Leadership	Finance	✔Global Business	✔Human Resources	✔Technology	Sales and Marketing	Travel
Jeffery H. Boyd Glenn D. Fogel	✔■	■	✔■	✔	✔■		■
Jan L. Docter Mirian M. Graddick-Weir		✔	✔ ■	✔ ■
Jeffrey E. Epstein Kelly Grier	✔■	✔■	✔ ■	✔
James M. Guyette Wei Hopeman	✔	■	✔ ■	✔	✔ ■
Robert J. Mylod, Jr.	■	■	■		■		■
Charles H. Noski	✔ ■	✔ ■	✔ ■	✔
Nancy B. Peretsman Larry Quinlan		✔ ■	✔ ■		■
Nicholas J. Read	■	■	■
Thomas E. Rothman	✔ ■	■	■	✔	✔	■
Craig W. Rydin Sumit Singh	✔ ■	✔	■	✔	✔ ■	■
Lynn M. Vojvodich Radakovich			✔ ■	✔	✔ ■	■
Vanessa A. Wittman	■	■	■		■

Director Tenure

The evaluation of director nominees, including each nominee’s independence from management, by the Nominating and Corporate GovernanceCG Committee and the Board also takes into accountconsider director tenure. Although re-nominationtenure in connection with the evaluation of incumbent directors is not automatic, the Nominating and Corporate Governancenominee independence. The CG Committee believes that Board continuity facilitates effective and efficient leadership, risk management, and oversight, and that the knowledge and understanding of our business gained over years of service are important attributes to consider when determining nominees for election to the Board. The NominatingCG Committee and Corporate Governancethe Board also believe that deliberate and planned Board refreshment is beneficial to the Board and our Company, and we have a robust and continuous refreshment process in place. The CG 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’sdirectors. Eight of our independent directors having anwill have joined the Board in the past eight years and the average tenure of 8.3 years, including the addition of four newour independent directors since January 1, 2013.will be 5.6 years as of the Annual Meeting.

Nomination and Election Process

Identifying Director Candidates

As set forth in the Company’s Corporate Governance Principles, the CG Committee primarily uses the following criteria to identify and recommend nominees for election or appointment to the Board:

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.THE PRICELINE GROUP16

The CG Committee believes that each nominee should be evaluated based on their individual merits, taking into account the Company’s needs and the overall composition of the Board. The CG Committee’s policy is to consider diversity of viewpoints, background, experience, knowledge, and perspectives as factors in nominating persons for election or appointment to the Board.

Who Can Recommend Candidates?

Our CG Committee gives appropriate consideration to potential candidates recommended by stockholders in the same manner as other potential candidates identified by the CG Committee. Stockholders who wish to submit potential candidates for consideration by the CG Committee for election at our 2025 annual meeting of stockholders or for election to our Board at our 2025 annual meeting of stockholders may do so in accordance with the procedures described in 2025 Stockholder Proposals on page 110, in accordance with our By-Laws, or in accordance with our Stockholder Communications Policy (available at www.bookingholdings.com), as applicable.

2024 PROXY STATEMENT | BOOKING HOLDINGS INC. - 2016 Proxy Statement     17

Evaluating Director Candidates

Members of the CG Committee evaluate possible candidates and suggest individuals to Contentsexplore in more depth. Once a candidate is identified whom the CG Committee wants to seriously consider and move toward nomination, the chair of the CG Committee or their designee enters into a discussion with that nominee.

When considering current directors for nomination for re-election to the Board, the CG Committee takes into account the performance of each director. Underperforming directors may be asked to leave the Board or may not be re-nominated for election. The CG Committee also reviews the composition of the Board in light of its and our current challenges and needs, and determines whether it may be appropriate to add or remove individuals after considering the need for specific expertise and independence, judgment, skills, background, tenure, diversity of perspectives, and experience.

Board Evaluations

We conduct an annual evaluation process to assess the performance of our Board and its committees, which includes:

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.18

James M. Guyette

DirectorSince: 2003
Age: 70

JamesM.Guyette has served on our Board 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 served as 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, from 1997 through May 2015. Prior to joining Rolls-Royce, Mr. Guyette was Executive Vice President - Marketing and Planning for United Airlines, where he also held a number of other senior roles over nearly 30 years. Mr. Guyette served as a member of the Board of Directors of Rolls-Royce plc from 1997 until May 2015, and is Chairman of the Board of Directors of PrivateBancorp, Inc., where he has served on the Board of Directors since 1989. He is a member of the St. Mary’s College - Moraga CA - Board of Regents.

Director Qualifications:

Charles H. Noski

DirectorSince: 2015
Age: 63

CharlesH.Noski has served on our Board 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

THE PRICELINE GROUP2024 PROXY STATEMENT | BOOKING HOLDINGS INC. - 2016 Proxy Statement     19

Back to Contents

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 and a member of its Nominating and Corporate Governance Committee. Mr. Noski is also Chairman of the Board of Trustees of the Financial Accounting Foundation and 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; and Merrill Lynch & Co. (a wholly-owned subsidiary of Bank of America Corporation) from 2010 to 2011.

Director Qualifications:

Leadership,FinanceandGlobalexperience - senior leadership roles at large public, global companies, including as Chief Financial Officer of Bank of America; service as a partner at one of the world’s largest public accounting firms.

Industryexperience - service as President and Chief Operating Officer of a large, public technology company; service as Chief Financial Officer of public technology companies and as a director of Microsoft.

Nancy B. Peretsman

DirectorSince: 1999
Age: 62

NancyB.Peretsman has served on our Board since February 1999 and is currently a member of the Nominating and Corporate Governance Committee. She is a Managing Director at Allen & Company LLC, an investment 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 to 1995, where she headed the worldwide media investment banking practice and was a Managing Director from 1990 to 1995. Ms. Peretsman is an Emeritus Trustee of Princeton University, serves on the Board of Trustees of The Institute for Advanced Study and is a member of the National Board of Directors of Teach for America.

Director Qualifications:

Thomas E. Rothman

DirectorSince: 2013
Age: 61

ThomasE.Rothman has served on our Board since January 2013 and is currently a member of the Nominating and Corporate Governance Committee. Mr. Rothman has served as Chairman of Sony Pictures Entertainment Motion Picture Group since March 2015. From September 2013 to February 2015, Mr. Rothman was Chairman of 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 a member of the Board of Directors of the Sundance Institute and the American Film Institute, emeritus. He is also a member of the Boards of California Institute of the Arts (CalArts), Brown University (emeritus), and has been appointed by President Obama and confirmed by the U.S. Senate as a member of the National Counsel of the Arts, the governing body for the National Endowment for the Arts.

Director Qualifications:

Craig W. Rydin

DirectorSince: 2005
Age: 64

CraigW.Rydin has served on our Board 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 served 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 Inc. from April 2001 to October 2009 and served as Chairman of the Board of Directors of The Yankee Candle Company from February 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 Nominating Committee, and has served as a member of the Board of Directors of Au Bon Pain since 2009 and the Board of Directors of Fitness Connection since 2013.

Director Qualifications:

THE PRICELINE GROUP2024 PROXY STATEMENT | BOOKING HOLDINGS INC. - 2016 Proxy Statement     20

Back to Contents

Lynn M. Vojvodich

DirectorSince: 2016
Age: 48

LynnM.Vojvodich has served on our Board since January 2016. Ms. Vojvodich has served as Executive Vice President and Chief Marketing Officer of salesforce.com since 2013, and is responsible for leading salesforce.com’s global marketing organization and driving market leadership, global awareness, demand generation, strategic events and communications. Prior to her role at salesforce.com, Ms. Vojvodich served from 2012 to 2013 as a partner at Andreesen Horowitz, a leading venture capital firm, where she helped companies build their go-to-market strategies. Prior to that, she was the Chief Marketing Officer at Terracotta Inc., a leader in in-memory and cloud enabling technology. Ms. Vojvodich has also served in various roles at organizations including Bain & Company and Microsoft.

Director Qualifications:

Retiring Director

Howard W. (“Skip”) Barker, Jr.

DirectorSince: 2003
Age: 69

HowardW.(“Skip”)Barker,Jr. 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 served on our Board since January 2003, and serves as Chairman of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Barker is retiring from our Board effective as of the expiration of his term at the Annual Meeting, and therefore is not standing for re-election to the Board. He served as a member of the Board of Directors of Chiquita Brands International, Inc. from 2007 until its acquisition in January 2015, and chaired the Audit Committee and was a member of the Nominating and Corporate Governance Committee and the Strategic Transaction Committee. Mr. Barker also served as a member of the Board of Directors of Medco Health Solutions, Inc. from 2003 until its acquisition 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.

THE PRICELINE GROUP

2024 PROXY STATEMENT | BOOKING HOLDINGS INC. - 2016 Proxy Statement     21

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.Executive Officers22

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.23

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.24

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.25

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.26

Management

Set forth below is biographical information as of March 31, 20162024 for our executive officers, other than Jeffery H. Boyd, who becameGlenn D. Fogel, our Interim Chief Executive Officer, and President, in April 2016 and who is nominated for election as a director as hisnominee, whose biographical information is included under Nominees for Election as Directors. Also set forth above.

Daniel J. Finnegan

ChiefFinancialOfficerandChiefAccountingOfficer
Age: 53