Priceline 2010 Annual Report Download - page 10

8
PROPOSAL 1
Election of Directors
In accordance with the Company’s Bylaws, the Board of Directors has fixed the number of Directors
constituting the entire Board of Directors at eight. The Board of Directors has proposed that the following eight
nominees be elected at the Annual Meeting, each of whom will hold office until his or her successor has been
elected and qualified: Jeffery H. Boyd, Ralph M. Bahna, Howard W. Barker, Jr., Jan L. Docter, Jeffrey E.
Epstein, James M. Guyette, Nancy B. Peretsman and Craig W. Rydin. Unless otherwise instructed, it is the
intention of the persons named as proxies on the accompanying proxy card to vote shares represented by properly
executed proxies for such nominees. In accordance with our Corporate Governance Principles, if an incumbent
director does not receive the required number of votes for re-election, the director is required to tender his or her
resignation promptly following the Annual Meeting. If a director does not receive the required vote for re-
election, then 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 the
Corporate Governance Principles will not participate in the Nominating and Corporate Governance Committee
recommendation or Board action regarding whether to accept the resignation offer. The Board will disclose
promptly its 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.
The nominees for election to the Board of Directors who receive a majority of votes cast for the
election of Directors by the shares of common stock present, in person or by proxy, shall be elected Directors.
With respect to the election of Directors, a majority of votes cast means that the number of shares cast “for” a
Director’s election exceeds the number of “withhold” votes for that Director. 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 are not allowed to cumulate their votes in the election
of Directors.
Although the Board of Directors anticipates that the eight nominees will be available to serve as
Directors of the Company, 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 of
Directors. If elected at the Annual Meeting, each of the nominees would serve until the 2011 Annual Meeting of
Stockholders and until his or her successor is elected and has qualified, or until his or her earlier death,
resignation or removal. Each person nominated for election has agreed to serve if elected. Management has no
reason to believe that any nominee will be unable to serve.
The Board of Directors recommends a vote FOR each of the Board of Directors’ 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 priceline.com 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 our
global activities. Set forth below is biographical information for each person nominated to serve as a Director of
the Company. We identify and describe below the key experience, qualifications and skills our directors bring to
the Board that are important in light of priceline.com’s businesses and structure. The directors’ experiences,
qualifications and skills that the Board considered in their re-nomination are included in their individual
biographies.
x Leadership experience. We believe that directors with experience in significant leadership positions
over an extended period, especially chief executive officer positions, provide the company with special
insights. These people generally possess extraordinary 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 the methods to drive change and growth.
x Finance experience. We believe that an understanding of finance and financial reporting processes is
important for our directors. The company measures its operating and strategic performance by