Document


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) March 28, 2019
 
Booking Holdings Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-36691
 
06-1528493
(State or other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
800 Connecticut Avenue, Norwalk, Connecticut
 
06854
(Address of principal office)
 
(zip code)
 
N/A 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425
 
o            Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4c  under the Exchange Act (17 CFR 240.13e-4(c))

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 7.01.    Regulation FD Disclosure

On March 28, 2019, the Company announced that it has nominated two directors, Wei Hopeman and Vanessa Wittman, for election to its board of directors at the Company's annual meeting of stockholders to be held on June 6, 2019. Ms. Hopeman is a co-founder and Managing Partner at Arbor Ventures, the first and largest dedicated FinTech venture fund in Asia. Ms. Wittman will be joining Glossier, a direct-to-consumer-beauty company based in New York as its Chief Financial Officer in April. A copy of the press release announcing the nominations is furnished with this Current Report as Exhibit 99.1.

The information furnished herewith pursuant to this Item 7.01 of this Current Report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.           Financial Statements and Exhibits
 
(d)    Exhibits

The information in Exhibit 99.1 shall not be treated as "filed" for purposes of the Exchange Act.
Exhibit No.
 
Description
 
Press Release, dated March 28, 2019.







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:  March 28, 2019






EXHIBIT INDEX

Exhibit
Number
Description
 
 
Press Release, dated March 28, 2019.




Exhibit


Exhibit 99.1

Wei Hopeman and Vanessa Wittman Nominated for Election to Booking Holdings' Board of Directors

NORWALK, Conn., March 28, 2019 -- The Board of Directors of Booking Holdings Inc. (NASDAQ: BKNG) today announced that it has nominated Wei Hopeman, Managing Partner at Arbor Ventures, and Vanessa Wittman, who will be joining Glossier as Chief Financial Officer in April, for election to the Board at the company's Annual Meeting of Stockholders in June 2019.
Ms. Hopeman is a co-founder and Managing Partner at Arbor Ventures, the first dedicated FinTech venture fund in Asia focused on investing in disruptive companies at the intersection of financial services, digital commerce and big data. Arbor’s portfolio spans China, Japan, Southeast Asia, Israel and the US. Prior to her role at Arbor, Ms. Hopeman was recruited to build out Citi Ventures as Managing Director and Head of Asia in 2010. She has also served in leadership roles at Winnington Capital Limited and Jefferies Group, and was a technology investment banker at Goldman Sachs.
Ms. Hopeman is currently a member of the Board of Directors of several startups in the fintech sector and a founding member of the Internet Securities Services Committee in China. She was a member of the New Ventures Advisory Council at McKinsey & Co and a former Vice Chair of Women in Leadership (China). Ms. Hopeman grew up in both the United States and China. She attended high school in Virginia before earning her Bachelor’s in International Relations from Pomona College in 1992. She received her MBA from Stanford University in 2001.

Ms. Wittman will be joining Glossier, a direct-to-consumer-beauty company based in New York, as its Chief Financial Officer in April. Prior to her upcoming role at Glossier, she was Chief Financial Officer of Verizon’s Oath division. She also served as the Chief Financial Officer of Dropbox Inc., and before that, as the Chief Financial Officer of Google’s Motorola Mobility. Ms. Wittman also served as Executive Vice President and Chief Financial Officer of Marsh & McLennan Companies (MMC), as well as in various leadership roles at Adelphia Communications Corporation, 360Networks Inc. and Microsoft Corporation. Ms. Wittman currently serves on the Board of Directors and as Chair of the Audit Committee for Impossible Foods, and she previously served on the boards of Sirius XM Holdings, Ulta Beauty Inc. and InfoSpace. Ms. Wittman earned her Bachelor’s in Business Administration at University of North Carolina at Chapel Hill, and her MBA from University of Virginia.

"We are thrilled to be adding two esteemed executives with global and diverse backgrounds across the tech and banking industries, holding numerous leadership roles within high-profile companies. Their expertise will bring remarkable insights and value to Booking Holdings. We are delighted to welcome them," said James M. Guyette, Lead Independent Director of Booking Holdings' Board of Directors.
About Booking Holdings




Exhibit 99.1

Booking Holdings (NASDAQ: BKNG) is the world leader in online travel and related services, provided to consumers and local partners in over 220 countries and territories through six primary brands: Booking.com, KAYAK, priceline.com, agoda.com, Rentalcars.com and OpenTable. The mission of Booking Holdings is to help people experience the world. For more information visit Bookingholdings.com.