Schedule 14A (Rule 14a-101)


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A (Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934
Filed by the Registrant [X]
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)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-12
The Priceline Group Inc.

--------------------------------------------------------------------------------

(Name of Registrant as Specified in its Charter)

--------------------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

 

 

[X]

No fee required.

 

 

[_]

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: _________________________________

 

 

(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: _________________________________

===============================================================================




April 22, 2015

Dear Stockholder:

 

You are cordially invited to attend the 2015 Annual Meeting of Stockholders (the "Annual Meeting") of The Priceline Group Inc. to be held at 10:00 a.m. on Thursday, June 4, 2015 at The NASDAQ Market Site, 4 Times Square, New York, New York 10036.

 

This booklet includes the Notice of Annual Meeting and proxy statement. The proxy statement provides information about The Priceline Group 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 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 given in your proxy card. You may attend the Annual Meeting and vote in person, even if you have previously returned your proxy card or voted by telephone or by Internet, by following the instructions included in the proxy statement. All stockholders who attend the meeting will be required to present valid picture identification, such as a driver's license or a passport . We hope you are able to join us on June 4.
 

Sincerely,



Jeffery H. Boyd

Chairman of the Board
IMPORTANT

 

A proxy card 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 with your proxy card. Any stockholder attending the Annual Meeting may personally vote on all matters that are considered, in which event the signed and mailed proxy or prior vote by telephone or Internet will be revoked. 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.

 

IT IS IMPORTANT THAT YOU VOTE YOUR STOCK

The Priceline Group Inc.

800 Connecticut Avenue

Norwalk, Connecticut 06854

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 4, 2015

 

To the stockholders of The Priceline Group Inc. (the "Company"):
The Company hereby notifies you that its 2015 Annual Meeting of Stockholders will be held on Thursday, June 4, 2015 at 10:00 a.m. local time at The NASDAQ Market Site, 4 Times Square, New York, New York 10036 for the following purposes:

 

 

 



To elect eleven directors to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified;

 

 



To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2015;

 

 



To approve on an advisory basis the compensation paid by the Company to its named executive officers;

 

 



To consider and vote upon a non-binding stockholder proposal concerning stockholder action by written consent;

 

 



To consider and vote upon a non-binding stockholder proposal concerning proxy access; and

 

 



To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.
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