Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 6, 2023
Booking Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-36691
06-1528493
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
800 Connecticut Avenue
Norwalk
Connecticut
06854
(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code: (203) 299-8000
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class:
Trading Symbol
Name of Each Exchange on which Registered:
Common Stock par value $0.008 per share
BKNG
The NASDAQ Global Select Market
2.375% Senior Notes Due 2024
BKNG 24
The NASDAQ Stock Market LLC
0.100% Senior Notes Due 2025
BKNG 25
The NASDAQ Stock Market LLC
4.000% Senior Notes Due 2026
BKNG 26
The NASDAQ Stock Market LLC
1.800% Senior Notes Due 2027
BKNG 27
The NASDAQ Stock Market LLC
0.500% Senior Notes Due 2028
BKNG 28
The NASDAQ Stock Market LLC
3.625% Senior Notes due 2028
BKNG 28A
The NASDAQ Stock Market LLC
4.250% Senior Notes Due 2029
BKNG 29
The NASDAQ Stock Market LLC
4.500% Senior Notes Due 2031
BKNG 31
The NASDAQ Stock Market LLC
4.125% Senior Notes due 2033
BKNG 33
The NASDAQ Stock Market LLC
4.750% Senior Notes Due 2034
BKNG 34
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Stockholders of the Company was held virtually on June 6, 2023 at www.virtualshareholdermeeting.com/BKNG2023. 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 Against
Broker Non-Votes
Glenn D. Fogel
31,818,349
49,337
1,214,353
Mirian Graddick-Weir
30,740,708
1,126,978
1,214,353
Wei Hopeman
31,527,742
339,944
1,214,353
Robert J. Mylod, Jr.
30,900,870
966,816
1,214,353
Charles H. Noski
31,142,829
724,857
1,214,353
Larry Quinlan
31,825,889
41,797
1,214,353
Nicholas J. Read
31,731,253
136,433
1,214,353
Thomas E. Rothman
31,421,659
446,027
1,214,353
Sumit Singh
31,489,505
378,181
1,214,353
Lynn Vojvodich Radakovich
31,213,588
654,098
1,214,353
Vanessa A. Wittman
31,377,006
490,680
1,214,353
2. A proposal to approve on a non-binding advisory basis the 2022 compensation paid by the Company to its named executive officers was approved as follows:
Votes For:
27,926,283
Votes Against:
3,866,063
Abstentions:
75,340
Broker Non-Votes:
1,214,353
3. 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, 2023 was approved as follows:
Votes For:
30,127,685
Votes Against:
2,937,872
Abstentions:
16,482
4. An advisory vote on the frequency of holding future non-binding advisory votes on the compensation paid by the Company to its named executive officers, was as follows:
Every Year:
31,556,160
Every 2 Years:
22,193
Every 3 Years:
268,276
Abstentions:
21,057
Broker Non-Votes:
1,214,353
In light of the vote on Proposal 4 and the Board of Directors' recommendation that stockholders vote to hold future advisory votes on executive compensation each year, the Company will hold such vote each year until the next vote on the frequency of stockholder votes on executive compensation.
5. A non-binding stockholder proposal requesting a stockholder vote to ratify termination pay of executives, was not approved as follows:
Votes For:
2,393,644
Votes Against:
29,430,677
Abstentions:
43,365
Broker Non-Votes:
1,214,353
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.
