Priceline 2010 Annual Report Download - page 66

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PROPOSAL 5
Stockholder Proposal Concerning Stockholder Action by Written Consent
Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of not
less than 100 shares of the Company’s common stock, has given notice that he intends to present the following
proposal at the Annual Meeting:
Proposal 5 – Stockholder Action by Written Consent
RESOLVED, Stockholders hereby request that our board of directors undertake such steps as may be
necessary to permit written consent by stockholders entitled to cast the minimum number of votes that would be
necessary to authorize the action at a meeting at which all stockholders entitled to vote thereon were present and
voting (to the fullest extent permitted by law).
This proposal topic won majority stockholder support at 13 major companies in 2010. This included
67%-support at both Allstate and Sprint. Hundreds of major companies enable stockholder action by written
consent.
Taking action by written consent in lieu of a meeting is a means stockholders can use to raise important
matters outside the normal annual meeting cycle. A study by Harvard professor Paul Gompers supports the
concept that stockholder dis-empowering governance features, including restrictions on stockholder ability to act
by written consent, are significantly related to reduced stockholder value.
The merit of this Stockholder Action by Written Consent proposal should also be considered in the
context of the need for additional improvement in our company’s 2010 reported corporate governance status:
The Corporate Library www.thecorporatelibrary.com, an independent investment research firm, rated
our company only “C” with “High Concern” for Executive Pay - $24 million for our CEO Jeffery Boyd. Plus
our CEO also had the potential for a gain of $43 million upon a change of control. And our Executive Pay
Committee had discretion to increase payouts above the bonus plan target amounts regardless of our company’s
performance.
Our board was the only significant directorship for five of our eight directors. This could indicate a
significant lack of current transferable director experience. Plus the trend in newer directors was disturbing with
Jan Docter, a self-employed business consultant and the newest director in 2010, owning only 332 shares in spite
of $168,000 in a year from our company.
Our 2010 stockholder proposal to enable 10% of stockholders to call a special meeting won more than
52%-support. This was more impressive since our company only recently adopted a proposal for 25% of
stockholders to call a special meeting.
We had no proxy access and no cumulative voting. Only one yes-vote each from our 48 million shares
would reelect our current directors, including Craig Rydin, chairman of our Executive Pay Committee. Mr.
Rydin was at least partly responsible for the “High Concern” regarding our Executive Pay.
Please encourage our board to respond positively to this proposal to initiate the improved corporate
governance and financial performance that we deserve:
Stockholder Action by Written Consent –
Yes on Proposal 5.
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