9 slides from Booking Holdings Inc. Common Stock's proxy contest presentation, May 8, 2015
Slide 1: Corporate Governance Update | May 2015
Corporate Governance Update| May 2015 ©2015 Priceline Group
Slide 2: Overview of The Priceline Group
Overview of The Priceline Group 2 The Priceline Group is the global leader in online travel & related reservations and search services We connect consumers wishing to make travel and travel related reservations with providers around the world such as hotels, airlines, rental car companies and re
Slide 3: Powerful Brands
Powerful Brands 3 World’s leading brand for booking accommodations North America’s leading discount online travel brand A leading brand for online Asian market accommodations A leading travel meta-search brand A leading brand for booking rental cars A leading brand for dining reservations
Slide 4: Management Team and Board are Committed to Creating Value For Our Shareholders
Management Team and Board are Committed to Creating Value For Our Shareholders 4 422% 124% 105% Stock price has increased 422% over the past 5 years 0% 50% 100% 150% 200% 250% 300% 350% 400% 450% 500% 2009 2010 2011 2012 2013 2014 $218.41 $399.18 $467.71 $1,162.40$620.39 $1,140.21Stock Price: (as of
Slide 5: Highly Qualified Board with Diverse Expertise
Highly Qualified Board with Diverse Expertise 5 Audit Advertising & Sales Global Management & Operations Executive Leadership (CEOs, CFOs, & COOs) Organizational Design Legal Interactive Media Industry Corporate Strategy Financial Services Consumer Product Experience Directors Have a Diverse and Rel
Slide 6: Board is Committed to Shareholder Friendly Governance
Board is Committed to Shareholder Friendly Governance 6 Separate Chair/CEO role Strong Lead Independent Director role Annually elected directors Majority vote to elect directors Proxy Access rights Shareholders have right to call special meeting at 25% threshold No super majority votin
Slide 7: Board Proactively Adopted Proxy Access
Board Proactively Adopted Proxy Access 7 The Board Urges Shareholders to Vote AGAINST the Shareholder Proposal for Proxy Access at 3%/3years After considering the views of our largest stockholders and market practices, the Board designed and implemented a proxy access by-law deemed most appropriate
Slide 8: The Priceline Group Has Strong Shareholder Rights
The Priceline Group Has Strong Shareholder Rights 8 Best Practice Priceline S&P 500 NASDAQ 100 Annual director elections 89% 81% Majority vote for director elections 86% 81% No Supermajority Charter / Bylaw Provisions – For Charters – For Bylaws 57% 71% 66% 72% Special meeting rights (@ 25%
Slide 9: Appendix: Reconciliation of GAAP Net Income to Adjusted EBITDA
Appendix: Reconciliation of GAAP Net Income to Adjusted EBITDA 9 (figures in thousands) (a) Stock-based employee compensation is recorded in Personnel expense. (b) Depreciation and amortization are excluded from Net income to calculate Adjusted EBITDA. (c) Interest income and Interest expense are ex