Priceline 2010 Annual Report Download - page 7

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priceline.com Incorporated
800 Connecticut Avenue
Norwalk, Connecticut 06854
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 2, 2011
General
The enclosed proxy is solicited on behalf of the Board of Directors of priceline.com Incorporated
(“we,” “priceline.com” or the “Company”) for use at the Annual Meeting of Stockholders to be held on
Thursday, June 2, 2011, at 9:00 a.m. local time (the “Annual Meeting”), or at any adjournment or postponement
of this meeting, for the purposes set forth in this proxy statement and in the accompanying Notice of Annual
Meeting. The Annual Meeting will be held at the Hyatt Regency Greenwich, 1800 E. Putnam Avenue, Old
Greenwich, Connecticut 06870. We intend to mail this proxy statement and accompanying proxy card on or
about May 4, 2011 to all stockholders entitled to vote at the Annual Meeting.
Voting Rights and Outstanding Shares; Approval
Only stockholders of record at the close of business on April 14, 2011 will be entitled to notice of and
to vote at the Annual Meeting. At the close of business on April 14, 2011, 49,646,396 shares of common stock
were outstanding and entitled to vote. Each holder of record of common stock on April 14, 2011 will be entitled
to one vote for each share held on all matters to be voted upon at the Annual Meeting.
The inspector of election appointed for the meeting will tabulate all votes and will separately tabulate
affirmative and negative votes, abstentions and broker non-votes. A majority of the common stock entitled to
vote at the Annual Meeting, present either in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting. Stockholders who are present at the Annual Meeting in person or by proxy and
who abstain, and proxies relating to shares held by a broker on your behalf (that is, in “street name”), that are not
voted (referred to as “broker non-votes”) will be treated as present for purposes of determining whether a quorum
is present.
For purposes of approving the matters to be voted upon at the Annual Meeting:
x With respect to Proposal 1, the nominees for election to the Board of Directors who receive a
majority of votes cast for the election of Directors will 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.
x With respect to Proposal 2, the ratification of the selection of Deloitte & Touche LLP to act as the
Company’s independent auditors requires approval by a majority of the total number of shares
present and entitled to vote on the matter. With respect to Proposal 2, abstentions and broker non-
votes, if any, will have the same effect as a vote against the matter. The Company’s Bylaws do not
require that the stockholders ratify the selection of our independent registered public accounting
firm. However, we are submitting the selection of Deloitte & Touche LLP to the stockholders for
ratification as a matter of good corporate practice. If the stockholders do not ratify the selection,
the Board of Directors and the Audit Committee will reconsider whether or not to retain Deloitte &
Touche LLP. Even if the selection is ratified, the Board of Directors and the Audit Committee in
their discretion may change the appointment at any time during the year, if they determine that
such a change would be in the best interests of the Company and its stockholders.
x With respect to Proposal 3, the 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