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 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.
| | | | | | | | | | | |
| | BOOKING HOLDINGS INC. |
| | |
| | | |
| | By: | /s/ Peter J. Millones |
| | | Name: | Peter J. Millones |
| | | Title: | Executive Vice President and General Counsel |
Date: June 7, 2023
