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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) January 18, 2024
 
Booking Holdings Inc.
(Exact name of registrant as specified in its charter)
 
Delaware1-3669106-1528493
(State or other Jurisdiction of
Incorporation)		(Commission File Number)(IRS Employer Identification No.)
 
800 Connecticut AvenueNorwalkConnecticut06854
(Address of principal executive offices)(zip code)
 
Registrant's telephone number, including area code: (203) 299-8000

N/A 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)
 
☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class: Trading SymbolName of Each Exchange on which Registered:
Common Stock par value $0.008 per share BKNGThe NASDAQ Global Select Market
2.375% Senior Notes Due 2024BKNG 24The NASDAQ Stock Market LLC
0.100% Senior Notes Due 2025BKNG 25The NASDAQ Stock Market LLC
4.000% Senior Notes Due 2026BKNG 26The NASDAQ Stock Market LLC
1.800% Senior Notes Due 2027BKNG 27The NASDAQ Stock Market LLC
0.500% Senior Notes Due 2028BKNG 28The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2028BKNG 28AThe NASDAQ Stock Market LLC
4.250% Senior Notes Due 2029BKNG 29The NASDAQ Stock Market LLC
4.500% Senior Notes Due 2031BKNG 31The NASDAQ Stock Market LLC
4.125% Senior Notes Due 2033BKNG 33The NASDAQ Stock Market LLC
4.750% Senior Notes Due 2034BKNG 34The NASDAQ Stock Market LLC


 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported by Booking Holdings Inc. (the "Company") in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, the Company has appointed Ewout L. Steenbergen as its Executive Vice President and Chief Financial Officer effective as of March 15, 2024. Upon Mr. Steenbergen's commencement of employment, David I. Goulden will no longer serve as the Company's Chief Financial Officer.

On January 18, 2024, the Company and Mr. Goulden entered into a letter agreement (the "Letter Agreement Amendment") to amend their previous letter agreement dated February 21, 2023. The Letter Agreement Amendment, among other things: (i) adjusts the period during which Mr. Goulden will continue in employment to run through May 31, 2024, rather than through March 4, 2024, to assist in Mr. Steenbergen’s transition; and (ii) adjusts the period during which Mr. Goulden may subsequently serve the Company in a different role to run from June 1, 2024 until no later than March 4, 2026. The Letter Agreement Amendment does not change the compensation arrangements for such roles.

The above is a summary only and is qualified by reference to the Letter Agreement Amendment, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in its entirety by reference.


Item 9.01.           Financial Statements and Exhibits.
 
(d)    Exhibits
Exhibit
Number		Description
Letter Agreement Amendment, dated January 18, 2024 by and between the Company and David I. Goulden.
104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
 




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 BOOKING HOLDINGS INC.
  
   
 By:/s/ Peter J. Millones
  Name:Peter J. Millones
  Title:Executive Vice President and General Counsel
 
 
Date:  January 19, 2024


EXHIBIT 99.1
January 18, 2024

Mr. David I. Goulden
c/o Booking Holdings Inc.
800 Connecticut Avenue
Norwalk, CT 06854

Dear David:

This letter serves to amend the letter agreement between you and Booking Holdings Inc. (including all predecessors and successors, including The Priceline Group Inc., the “Company”), dated February 23, 2023 (the “Letter Agreement”), which sets forth the terms and conditions related to your transition from employment as Executive Vice President and Chief Financial Officer of the Company. Capitalized terms that are used but not defined in this letter have the meaning set forth in the Letter Agreement.

Section 1(2) of the Letter Agreement will be deleted and replaced in its entirety with the following:
(2)     Subsequent Employment Period. Provided that you remain employed through the end of the Initial Employment Period, from the last day of the Initial Employment Period through May 31, 2024 (the “Subsequent Employment Period”), you will be employed by the Company on a part-time basis and, on the first day of the Subsequent Employment Period, you will resign as Chief Financial Officer of the Company. During the Subsequent Employment Period, you will have the title of Executive Vice President of Finance and report to the Chief Executive Officer of the Company (“CEO”). During the Subsequent Employment Period, you will be expected to work approximately 25 hours per week (other than vacations, holidays and other time off in accordance with Company policies), as mutually agreed upon by you and the Company. Such work may continue to be done in a flexible manner consistent with current practice. In addition, during the Subsequent Employment Period, your duties will include, but not be limited to, those duties listed on Appendix A hereto, and any additional tasks that are reasonably requested by the CEO. The Employment Agreement shall remain in effect during the Subsequent Employment Period; provided, however, that you acknowledge and agree that the change in your position, duties, and responsibilities effective as of the beginning of the Subsequent Employment Period will not constitute “Good Reason” under the Employment Agreement or the Performance Share Unit Agreements dated August 12, 2020, November 12, 2020, March 4, 2021, March 4, 2022, and March 4, 2023, respectively, or under any other outstanding equity award agreement, between you and the Company or any of its affiliates.
Section 1(3) of the Letter Agreement will be deleted and replaced in its entirety with the following:
(3)    Additional Period. Provided that you remain employed through the end of the Subsequent Employment Period, on June 1, 2024 you will voluntarily transition from your current position with the Company and be employed in a different position by, become a consultant to, or serve on a managing board of, the Company or one of its subsidiaries or affiliates for the period commencing June 1, 2024, continuing quarterly by mutual agreement with the Company and ending no later than March 4, 2026 (the “Additional Period”). During the Additional Period, you will provide such services as may be mutually agreed upon from time to time by you and the CEO
1


on a mutually agreed upon schedule and time commitment (the “Services”). This will confirm that your status during the Additional Period will be mutually agreed upon by you and the CEO.
Section 2(b)(1) will be deleted and replaced in its entirety with the following:
(1)You will be eligible to receive a cash bonus for the 2023 calendar year pursuant to the terms and conditions of the Company’s Annual Bonus Plan. Such bonus shall be paid, if earned, when paid to all other senior executives of the Company in 2024, but in no event later than March 15, 2024.
Except as expressly modified by this letter, the Letter Agreement shall remain in full force and effect. This letter in conjunction with the Letter Agreement (as modified by this letter), the Employment Agreement, the Non-Competition Agreement, and the Consent contain the entire understanding of the parties with respect to your employment with the Company during the Initial Employment Period, the Subsequent Employment Period, and the Additional Period.
This letter shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflict of laws. All disputes and controversies arising under or in connection with this letter shall be resolved in accordance with the dispute resolution provisions of Section 16 of the Employment Agreement.

This letter may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.
If you agree with the foregoing, please sign and date the enclosed copy of this letter agreement in the space indicated below.

Warm regards,
/s/ Glenn Fogel
Glenn Fogel


Acknowledged and Accepted:
/s/ David Goulden
David I. Goulden
Date: January 18, 2024



2

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Document and Entity Information
Jan. 18, 2024
Entity Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 18, 2024
Entity Registrant Name Booking Holdings Inc.
Entity Central Index Key 0001075531
Entity Incorporation, State or Country Code DE
Entity File Number 1-36691
Entity Tax Identification Number 06-1528493
Entity Address, Address Line One 800 Connecticut Avenue
Entity Address, City or Town Norwalk
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06854
City Area Code 203
Local Phone Number 299-8000
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Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock par value $0.008 per share  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock par value $0.008 per share
Trading Symbol BKNG
Security Exchange Name NASDAQ
2.375% Senior Notes Due 2024  
Entity Information [Line Items]  
Title of 12(b) Security 2.375% Senior Notes Due 2024
Trading Symbol BKNG 24
Security Exchange Name NASDAQ
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Trading Symbol BKNG 25
Security Exchange Name NASDAQ
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Entity Information [Line Items]  
Title of 12(b) Security 4.000% Senior Notes Due 2026
Trading Symbol BKNG 26
Security Exchange Name NASDAQ
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Entity Information [Line Items]  
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Trading Symbol BKNG 27
Security Exchange Name NASDAQ
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Entity Information [Line Items]  
Title of 12(b) Security 0.500% Senior Notes Due 2028
Trading Symbol BKNG 28
Security Exchange Name NASDAQ
3.625% Senior Notes Due 2028  
Entity Information [Line Items]  
Title of 12(b) Security 3.625% Senior Notes Due 2028
Trading Symbol BKNG 28A
Security Exchange Name NASDAQ
4.250% Senior Notes Due 2029  
Entity Information [Line Items]  
Title of 12(b) Security 4.250% Senior Notes Due 2029
Trading Symbol BKNG 29
Security Exchange Name NASDAQ
4.500% Senior Notes Due 2031  
Entity Information [Line Items]  
Title of 12(b) Security 4.500% Senior Notes Due 2031
Trading Symbol BKNG 31
Security Exchange Name NASDAQ
4.125% Senior Notes Due 2033  
Entity Information [Line Items]  
Title of 12(b) Security 4.125% Senior Notes Due 2033
Trading Symbol BKNG 33
Security Exchange Name NASDAQ
4.750% Senior Notes Due 2034  
Entity Information [Line Items]  
Title of 12(b) Security 4.750% Senior Notes Due 2034
Trading Symbol BKNG 34
Security Exchange Name NASDAQ
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