Booking Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BKNG
Transportation Services
Consumer Discretionary
UNITED STATES
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 2, 2026
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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:
Securities Registered Pursuant to Section 12(b) of the Act:
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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 2026 Annual Meeting of Stockholders of the Company was held virtually on June 2, 2026 at www.virtualshareholdermeeting.com/BKNG2026. Stockholders voted on the proposals as described below:
1. The following individuals were elected to the Company’s Board of Directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||
Glenn D. Fogel | 626,172,624 | 3,336,143 | 461,733 | 39,596,274 | |||||||||||||||||||
Mirian Graddick-Weir | 617,626,448 | 11,873,023 | 471,029 | 39,596,274 | |||||||||||||||||||
Kelly Grier | 624,491,573 | 5,001,928 | 476,999 | 39,596,274 | |||||||||||||||||||
Robert J. Mylod, Jr. | 618,987,796 | 10,483,969 | 498,735 | 39,596,274 | |||||||||||||||||||
Charles H. Noski | 568,161,578 | 60,586,704 | 1,222,218 | 39,596,274 | |||||||||||||||||||
Larry Quinlan | 601,714,149 | 27,776,690 | 479,661 | 39,596,274 | |||||||||||||||||||
Nicholas J. Read | 626,339,985 | 3,148,650 | 481,865 | 39,596,274 | |||||||||||||||||||
Thomas E. Rothman | 612,655,856 | 16,837,680 | 476,964 | 39,596,274 | |||||||||||||||||||
Kurt Sievers | 626,268,964 | 3,223,664 | 477,872 | 39,596,274 | |||||||||||||||||||
Sumit Singh | 624,816,642 | 4,676,082 | 477,776 | 39,596,274 | |||||||||||||||||||
Vanessa A. Wittman | 615,332,600 | 12,632,041 | 2,005,859 | 39,596,274 | |||||||||||||||||||
2. An advisory vote to approve 2025 executive compensation was approved.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
567,003,024 | 61,561,892 | 1,405,584 | 39,596,274 | |||||||||||||||||
3. A proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2026 was approved.
FOR | AGAINST | ABSTAIN | ||||||||||||
610,788,541 | 57,141,803 | 1,636,430 | ||||||||||||
4. A proposal to approve an amendment of the Company’s certificate of incorporation to provide for the exculpation of officers was approved.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
549,857,878 | 79,183,201 | 929,421 | 39,596,274 | |||||||||||||||||
5. A stockholder proposal requesting a non-binding vote on a proposal to avoid brand damage due to corporate political spending was not approved.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
220,677,778 | 406,392,027 | 2,900,695 | 39,596,274 | |||||||||||||||||
6. A stockholder proposal requesting a non-binding vote on a resolution regarding business operations in illegal settlements was not approved.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
64,039,145 | 558,090,578 | 7,840,777 | 39,596,274 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | ||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
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.
| BOOKING HOLDINGS INC. | |||||||||||
| By: | /s/ Peter J. Millones | ||||||||||
| Name: | Peter J. Millones | ||||||||||
| Title: | Executive Vice President and General Counsel | ||||||||||
Date: June 2, 2026