8-K
filed June 2, 2026, 4:57 PM ET
ticker BKNG
CIK 0001075531
other material
confidence high
sentiment neutral
materiality 0.15
Booking Holdings shareholders approve officer exculpation amendment, re-elect all 11 directors at 2026 annual meeting
Booking Holdings Inc.
- All 11 director nominees elected, including Glenn Fogel, Kelly Grier, Nicholas Read; Charles Noski received ~5.5% against votes.
- Advisory vote on 2025 executive compensation approved with 567M for (90.2% of votes cast).
- Amendment to certificate of incorporation for officer exculpation approved with 549.9M for (87.4% of votes cast).
- Stockholder proposals on political spending and illegal settlements rejected: 35.2% and 10.3% in favor, respectively.
- Deloitte & Touche ratified as independent auditor for FY2026 with 610.8M for (91.2% of votes cast).
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Booking Holdings Inc. shareholders approved Election of Directors at the 2026-06-02 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-06-02
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Booking Holdings Inc. shareholders rejected Stockholder proposal requesting non-binding vote on resolution regarding business operations in illegal settlements at the 2026-06-02 meeting.
- Outcome
- failed
- Meeting
- 2026-06-02
Exact text from the filing
6. A stockholder proposal requesting a non-binding vote on a resolution regarding business operations in illegal settlements was not approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Booking Holdings Inc. shareholders rejected Stockholder proposal requesting non-binding vote on avoiding brand damage due to corporate political spending at the 2026-06-02 meeting.
- Outcome
- failed
- Meeting
- 2026-06-02
Exact text from the filing
5. A stockholder proposal requesting a non-binding vote on a proposal to avoid brand damage due to corporate political spending was not approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Booking Holdings Inc. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026 at the 2026-06-02 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-06-02
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Booking Holdings Inc. shareholders approved An advisory vote to approve 2025 executive compensation at the 2026-06-02 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-06-02
Exact text from the filing
2. An advisory vote to approve 2025 executive compensation was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Booking Holdings Inc. shareholders approved Amendment of certificate of incorporation to provide for exculpation of officers at the 2026-06-02 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-06-02
Exact text from the filing
4. A proposal to approve an amendment of the Company’s certificate of incorporation to provide for the exculpation of officers was approved.
View on SEC.gov
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