Booking Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$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 4, 2024
(Exact name of registrant as specified in its charter)
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Registrant's telephone number, including area code: (203 ) 299-8000
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(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 2024 Annual Meeting of Stockholders of the Company was held virtually on June 4, 2024 at www.virtualshareholdermeeting.com/BKNG2024. 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.
| Nominee | Votes For | Votes Against | Broker Non-Votes | ||||||||
| Glenn D. Fogel | 28,882,721 | 114,179 | 1,447,023 | ||||||||
| Mirian Graddick-Weir | 28,027,606 | 969,294 | 1,447,023 | ||||||||
| Kelly Grier | 28,883,596 | 113,304 | 1,447,023 | ||||||||
| Wei Hopeman | 28,761,365 | 235,535 | 1,447,023 | ||||||||
| Robert J. Mylod, Jr. | 28,392,786 | 604,114 | 1,447,023 | ||||||||
| Charles H. Noski | 26,621,051 | 2,375,849 | 1,447,023 | ||||||||
| Larry Quinlan | 28,884,202 | 112,698 | 1,447,023 | ||||||||
| Nicholas J. Read | 28,877,113 | 119,787 | 1,447,023 | ||||||||
| Thomas E. Rothman | 28,356,997 | 639,903 | 1,447,023 | ||||||||
| Sumit Singh | 28,628,226 | 368,674 | 1,447,023 | ||||||||
| Lynn Vojvodich Radakovich | 28,512,571 | 484,329 | 1,447,023 | ||||||||
| Vanessa A. Wittman | 28,377,206 | 619,694 | 1,447,023 | ||||||||
2. An advisory vote to approve 2023 executive compensation was approved.
Votes For: 26,197,520
Votes Against: 2,760,088
Abstentions: 39,292
Broker Non-Votes: 1,447,023
3. A proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2024 was approved.
Votes For: 27,658,740
Votes Against: 2,756,320
Abstentions: 28,863
4. A non-binding stockholder proposal requesting an amendment to the Company’s clawback policy was not approved.
Votes For: 8,888,954
Votes Against: 19,947,777
Abstentions: 160,169
Broker Non-Votes: 1,447,023
5. A non-binding stockholder proposal requesting a report regarding reproductive rights and data privacy was not approved.
Votes For: 4,278,441
Votes Against: 24,217,944
Abstentions: 500,515
Broker Non-Votes: 1,447,023
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 5, 2024