Priceline 2010 Annual Report Download - page 65

63
PROPOSAL 3
Advisory Vote on Executive Compensation
In accordance with recent legislation, the Company is providing stockholders with an advisory (non-
binding) vote on compensation programs for our named executive officers (sometimes referred to as “say on
pay”). Accordingly, you may vote on the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as
disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion
and Analysis, compensation tables and narrative discussion is hereby APPROVED.”
This non-binding advisory vote on executive compensation will be considered approved by the
affirmative vote of a majority of the total number of shares present and entitled to vote on the matter.
Abstentions will have the same effect as a vote against the matter and broker non-votes will not affect the
outcome of the vote. Although this vote is non-binding, the Board and the Compensation Committee, which is
comprised of independent directors, expect to take into account the outcome of the vote when considering future
executive compensation decisions to the extent they can determine the cause or causes of any significant negative
voting results.
As described in detail under “Compensation Discussion and Analysis,” our compensation programs are
designed to motivate our executives to create a successful company. We believe that our compensation program,
with its balance of short-term incentives (including performance-based cash bonus awards) and long-term
incentives (including performance-based awards that vest after three years) and share ownership guidelines
reward sustained performance that is aligned with long-term stockholder interests. Stockholders are encouraged
to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the related
narrative disclosure included in this proxy statement.
The Board of Directors recommends that you vote FOR the approval, on an advisory basis, of the
compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of
Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative
discussion.
PROPOSAL 4
Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
In addition to providing stockholders with the opportunity to cast an advisory vote on executive
compensation, the Company this year is providing stockholders with an advisory vote on whether the advisory
vote on executive compensation should be held every one, two or three years.
The Board recommends that you select one year as the desired frequency of the advisory vote on
executive compensation under the “say on pay” rules.
The proxy card provides stockholders with the opportunity to choose among four options (holding the
vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or
disapprove the Board’s recommendation. Stockholders will be considered to have expressed a preference for the
frequency if one of the alternatives of every year, every two years or every three years receives the affirmative
vote of a majority of the total number of shares present and entitled to vote on the matter. Abstentions will have
the same effect as a vote against each of the three alternatives and broker non-votes will not affect the outcome
of the vote. Although this advisory vote on the frequency of the advisory vote on executive compensation is
nonbinding, the Board and the Compensation Committee will take into account the outcome of the vote when
considering the frequency of future advisory votes on executive compensation.