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 3, 2025
(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 ☐
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Stockholders of the Company was held virtually on June 3, 2025 at www.virtualshareholdermeeting.com/BKNG2025. 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 | 27,403,121 | 109,501 | 1,387,093 | ||||||||
| Mirian M. Graddick-Weir | 27,093,015 | 419,607 | 1,387,093 | ||||||||
| Kelly Grier | 27,412,160 | 100,462 | 1,387,093 | ||||||||
| Robert J. Mylod, Jr. | 27,142,494 | 370,128 | 1,387,093 | ||||||||
| Charles H. Noski | 26,148,305 | 1,364,317 | 1,387,093 | ||||||||
| Larry Quinlan | 26,366,174 | 1,146,448 | 1,387,093 | ||||||||
| Nicholas J. Read | 27,384,445 | 128,177 | 1,387,093 | ||||||||
| Thomas E. Rothman | 26,437,989 | 1,074,633 | 1,387,093 | ||||||||
| Sumit Singh | 27,377,206 | 135,416 | 1,387,093 | ||||||||
| Lynn Vojvodich Radakovich | 27,069,705 | 442,917 | 1,387,093 | ||||||||
| Vanessa A. Wittman | 27,251,445 | 261,177 | 1,387,093 | ||||||||
2. An advisory vote to approve 2024 executive compensation was approved.
| Votes For: | 24,288,898 | ||||
| Votes Against: | 3,156,175 | ||||
| Abstentions: | 67,549 | ||||
| Broker Non-Votes: | 1,387,093 | ||||
3. A proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2025 was approved.
| Votes For: | 25,615,932 | ||||
| Votes Against: | 3,264,520 | ||||
| Abstentions: | 19,263 | ||||
4. A stockholder proposal requesting a non-binding stockholder vote regarding modifying the Company’s special meeting threshold was not approved.
| Votes For: | 13,464,542 | ||||
| Votes Against: | 14,018,112 | ||||
| Abstentions: | 29,968 | ||||
| Broker Non-Votes: | 1,387,093 | ||||
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 4, 2025