Priceline 2010 Annual Report Download - page 8

6
entitled to vote on the matter. With respect to Proposal 3, 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.
x With respect to Proposal 4, the non-binding advisory vote on the frequency of the advisory vote on
executive compensation, 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. With respect to Proposal 4, 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.
x With respect to Proposal 5, the non-binding stockholder proposal on action by written consent 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. With respect to Proposal 5, abstentions will have the same
effect as a vote against the matter and broker non-votes will not affect the outcome of the vote.
While the stockholder proposal is non-binding on the Company, the Board or the Nominating and
Corporate Governance Committee may evaluate the outcome of the vote on this matter.
If your shares are held in “street name,” and you do not instruct the broker as to how to vote these
shares on Proposals 1, 3, 4 or 5, the broker may not exercise discretion to vote for or against those proposals.
This would be a “broker non-vote” and these shares will not be counted as having been voted on the applicable
proposal. With respect to Proposal 2, the broker may exercise its discretion to vote for or against that proposal in
the absence of your instruction. Please instruct your bank or broker so your vote can be counted.
The Board of Directors recommends:
x a vote FOR each of the Board of Directors’ nominees;
x a vote FOR ratification of Deloitte & Touche LLP as the Company’s independent registered public
accounting firm;
x an advisory vote FOR the approval of executive compensation;
x an advisory vote for ONE YEAR as the desired frequency of the advisory vote on executive
compensation; and
x a vote AGAINST the stockholder proposal concerning action by written consent.
Revocability of Proxies
Any person giving a proxy in response to this solicitation has the power to revoke it at any time before
it is voted. Proxies may be revoked by any of the following actions:
x filing a written notice of revocation with our Corporate Secretary at our principal executive office
(800 Connecticut Avenue, Norwalk, Connecticut 06854);
x filing with our Corporate Secretary at our principal executive office (800 Connecticut Avenue,
Norwalk, Connecticut 06854) a properly executed proxy showing a later date; or
x attending the meeting and voting in person (attendance at the meeting will not, by itself, revoke a
proxy). Please note that if your shares are held of record by a broker, bank or other nominee and
you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your
name.