--- 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" generated_at: "2026-06-14T05:36:27.301998+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Booking Holdings stockholders elect all director nominees and approve say-on-pay at 2023 annual meeting ## Summary - 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). ## SEC filing metadata - 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 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001075531-23-000036 - JSON: https://secwatch.observer/filing/0001075531-23-000036.json - Plain text: https://secwatch.observer/filing/0001075531-23-000036.txt ## Key facts - Shareholder Votes Booking Holdings Inc. shareholders voted on Advisory vote on frequency of future say-on-pay votes at the 2023-06-06 meeting. - Proposal: say on pay frequency - Meeting: 2023-06-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm - Shareholder Votes Booking Holdings Inc. shareholders approved Advisory vote to approve 2022 executive compensation at the 2023-06-06 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm - Shareholder Votes Booking Holdings Inc. shareholders approved Ratification of Deloitte & Touche LLP as independent auditor at the 2023-06-06 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm - Shareholder Votes Booking Holdings Inc. shareholders rejected Stockholder proposal requesting vote to ratify termination pay of executives at the 2023-06-06 meeting. - Proposal: auditor ratification - Outcome: failed - Meeting: 2023-06-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm - Shareholder Votes Booking Holdings Inc. shareholders approved Election of Directors at the 2023-06-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553123000036/0001075531-23-000036-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.