{"schema_version":"secwatch.filing_event.v1","accession":"0001075531-23-000036","form_type":"8-K","ticker":"BKNG","cik":"0001075531","company_name":"Booking Holdings Inc.","filed_at":"2023-06-07T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.867628+00:00","generated_at":"2026-06-14T05:36:27.301998+00:00","sec_items":["5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Booking Holdings stockholders elect all director nominees and approve say-on-pay at 2023 annual meeting","bullets":["All 11 director nominees elected with votes for ranging from 30.7M to 31.8M; broker non-votes 1.2M.","Say-on-pay approved with 27.9M for, 3.9M against (86.4% support excluding broker non-votes).","Ratification of Deloitte as auditor for FY2023 approved with 30.1M votes for.","Advisory vote on frequency: annual say-on-pay chosen (31.6M votes); company will hold annual vote.","Stockholder proposal on termination pay ratification rejected (2.4M for, 29.4M against)."],"urls":{"canonical":"https://secwatch.observer/filing/0001075531-23-000036","json":"https://secwatch.observer/filing/0001075531-23-000036.json","markdown":"https://secwatch.observer/filing/0001075531-23-000036.md","text":"https://secwatch.observer/filing/0001075531-23-000036.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/bkng-20230606.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T05:36:27.301998+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"12d2c9ed87c3333e4488e514e96586b4d59ee82b","claim":"Booking Holdings Inc. shareholders voted on Advisory vote on frequency of future say-on-pay votes at the 2023-06-06 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Meeting","value":"2023-06-06"}],"fact_type":"shareholder_vote"},{"claim_id":"14517bcf8a2c6568bba46f291ee1e8596aa89e56","claim":"Booking Holdings Inc. shareholders approved Advisory vote to approve 2022 executive compensation at the 2023-06-06 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-06"}],"fact_type":"shareholder_vote"},{"claim_id":"290e14221b9c70a9056f4ed2aa4598bf09149b4e","claim":"Booking Holdings Inc. shareholders approved Ratification of Deloitte & Touche LLP as independent auditor at the 2023-06-06 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-06"}],"fact_type":"shareholder_vote"},{"claim_id":"92ebfdee86cefeeecaad6d808a4818e34db33694","claim":"Booking Holdings Inc. shareholders rejected Stockholder proposal requesting vote to ratify termination pay of executives at the 2023-06-06 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-06-06"}],"fact_type":"shareholder_vote"},{"claim_id":"ed1e11e3076ab41c1b824d7b4d93d73e27acb880","claim":"Booking Holdings Inc. shareholders approved Election of Directors at the 2023-06-06 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-06"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}