SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) June 5, 2014
 
The Priceline Group Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
0-25581
 
06-1528493
(State or other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
800 Connecticut Avenue, Norwalk, Connecticut
 
06854
(Address of principal office)
 
(zip code)
 
N/A 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.07.    Submission of Matters to a Vote of Security Holders.

The Company's 2014 Annual Meeting of Stockholders was held on June 5, 2014 in New York, New York. The following proposals were voted on by the Company's stockholders with the following results:

1.    The stockholders of the Company elected all of the Company's nominees for election to the Board of Directors to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified. The votes were as follows:

Nominee
Votes For
Votes Withheld
Abstentions
Broker Non-Votes
Timothy M. Armstrong
41,928,151
246,739
2,606,521
Howard W. Barker, Jr.
41,713,487
461,403
2,606,521
Jeffery H. Boyd
41,745,295
429,595
2,606,521
Jan L. Docter
41,914,416
260,474
2,606,521
Jeffrey E. Epstein
41,760,647
414,243
2,606,521
James M. Guyette
41,588,395
586,495
2,606,521
Darren R. Huston
41,852,429
322,461
2,606,521
Nancy B. Peretsman
41,841,891
332,999
2,606,521
Thomas E. Rothman
41,883,601
291,289
2,606,521
Craig W. Rydin
41,905,884
269,006
2,606,521

2.    A proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014 was approved as follows:

Votes For:
44,417,543

Votes Against:
238,968

Abstentions:
124,900

Broker Non-Votes:


3.    A proposal to approve on an advisory basis the compensation paid by the Company to its named executive officers was approved as follows:

Votes For:
40,812,897

Votes Against:
909,469

Abstentions:
452,524

Broker Non-Votes:
2,606,521


4.    A non-binding stockholder proposal concerning stockholder action by written consent was not approved as follows:

Votes For:
16,811,553

Votes Against:
25,153,363

Abstentions:
209,974

Broker Non-Votes:
2,606,521







SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
THE PRICELINE GROUP INC.
 
 
 
 
 
 
By:
/s/ Daniel J. Finnegan
 
 
Name:
Daniel J. Finnegan
 
 
Title:
Chief Financial Officer
 
 
Date:  June 6, 2014