8-KShareholder MattersExhibits & Filings

Booking Holdings Inc. 8-K Report, Shareholder Vote Results (Jun 2, 2026)

Filed June 2, 2026For Securities:BKNG

Summary

Booking Holdings Inc. (BKNG) held its 2026 Annual Meeting of Stockholders on June 2, 2026, where key corporate governance matters were put to a vote. The meeting saw overwhelming support for the re-election of all incumbent directors, indicating strong confidence from shareholders in the current leadership and board composition. Additionally, stockholders approved the company's 2025 executive compensation plan and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026, reinforcing financial oversight and accountability. Furthermore, shareholders approved an amendment to the company's certificate of incorporation to provide exculpation for officers. However, two significant stockholder proposals, one concerning political spending and another related to business operations in illegal settlements, did not receive majority approval. These outcomes suggest that while shareholders are generally aligned with management on governance and financial matters, there is a divergence of opinion on certain social and political policy issues.

Key Highlights

  • 1All incumbent directors were overwhelmingly re-elected to the Board of Directors.
  • 2Stockholders approved the advisory vote on 2025 executive compensation.
  • 3The selection of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026 was ratified.
  • 4An amendment to the Company’s certificate of incorporation to provide for the exculpation of officers was approved.
  • 5A stockholder proposal requesting a non-binding vote on avoiding brand damage due to corporate political spending was not approved.
  • 6A stockholder proposal requesting a non-binding vote on business operations in illegal settlements was not approved.
  • 7The company filed an amendment to its Restated Certificate of Incorporation dated June 2, 2026.

Frequently Asked Questions

The key outcomes include the re-election of all directors, approval of 2025 executive compensation, ratification of Deloitte & Touche LLP as the auditor, and approval of an officer exculpation amendment to the certificate of incorporation. Two stockholder proposals regarding political spending and operations in illegal settlements were not approved.

All director nominees received substantial 'FOR' votes, with the lowest being approximately 568 million votes 'FOR' Charles H. Noski and the highest being over 626 million votes 'FOR' Glenn D. Fogel and Nicholas J. Read, indicating strong shareholder support for the current board.

Yes, two shareholder proposals failed to pass. These were a proposal requesting a non-binding vote on avoiding brand damage due to corporate political spending and a proposal requesting a non-binding vote on business operations in illegal settlements. Both proposals received more 'AGAINST' votes than 'FOR' votes.

The approved amendment allows for the exculpation of officers, meaning that officers may be protected from personal liability for certain breaches of their fiduciary duties, provided their actions were in good faith. This is a common governance provision that can help attract and retain qualified leadership.