Booking Holdings Inc 8-K, filed Jun 2, 2026
Booking Holdings Inc. (BKNG)
8-K
2026-06-02
For: 2026-06-02
View Original
Added on
June 04, 2026
About this 8-K
Booking Holdings Inc filed this 8-K on June 2, 2026.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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 2, 2026
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (zip code) | |||||||||||||
Registrant's telephone number, including area code: (203 ) 299-8000
N/A
(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:
| Title of Each Class: | Trading Symbol | Name of Each Exchange on which Registered: | ||||||||||||
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 2026 Annual Meeting of Stockholders of the Company was held virtually on June 2, 2026 at www.virtualshareholdermeeting.com/BKNG2026. 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.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||
Glenn D. Fogel | 626,172,624 | 3,336,143 | 461,733 | 39,596,274 | |||||||||||||||||||
Mirian Graddick-Weir | 617,626,448 | 11,873,023 | 471,029 | 39,596,274 | |||||||||||||||||||
Kelly Grier | 624,491,573 | 5,001,928 | 476,999 | 39,596,274 | |||||||||||||||||||
Robert J. Mylod, Jr. | 618,987,796 | 10,483,969 | 498,735 | 39,596,274 | |||||||||||||||||||
Charles H. Noski | 568,161,578 | 60,586,704 | 1,222,218 | 39,596,274 | |||||||||||||||||||
Larry Quinlan | 601,714,149 | 27,776,690 | 479,661 | 39,596,274 | |||||||||||||||||||
Nicholas J. Read | 626,339,985 | 3,148,650 | 481,865 | 39,596,274 | |||||||||||||||||||
Thomas E. Rothman | 612,655,856 | 16,837,680 | 476,964 | 39,596,274 | |||||||||||||||||||
Kurt Sievers | 626,268,964 | 3,223,664 | 477,872 | 39,596,274 | |||||||||||||||||||
Sumit Singh | 624,816,642 | 4,676,082 | 477,776 | 39,596,274 | |||||||||||||||||||
Vanessa A. Wittman | 615,332,600 | 12,632,041 | 2,005,859 | 39,596,274 | |||||||||||||||||||
2. An advisory vote to approve 2025 executive compensation was approved.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
567,003,024 | 61,561,892 | 1,405,584 | 39,596,274 | |||||||||||||||||
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.
FOR | AGAINST | ABSTAIN | ||||||||||||
610,788,541 | 57,141,803 | 1,636,430 | ||||||||||||
4. A proposal to approve an amendment of the Company’s certificate of incorporation to provide for the exculpation of officers was approved.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
549,857,878 | 79,183,201 | 929,421 | 39,596,274 | |||||||||||||||||
5. A stockholder proposal requesting a non-binding vote on a proposal to avoid brand damage due to corporate political spending was not approved.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
220,677,778 | 406,392,027 | 2,900,695 | 39,596,274 | |||||||||||||||||
6. A stockholder proposal requesting a non-binding vote on a resolution regarding business operations in illegal settlements was not approved.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
64,039,145 | 558,090,578 | 7,840,777 | 39,596,274 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||
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 2, 2026
CERTIFICATE OF AMENDMENT OF THE
RESTATED CERTIFICATE OF INCORPORATION OF
BOOKING HOLDINGS INC.
RESTATED CERTIFICATE OF INCORPORATION OF
BOOKING HOLDINGS INC.
___________________________________
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
___________________________________
Booking Holdings Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify:
FIRST: The fourth paragraph of Article FIFTH of the Restated Certificate of Incorporation of the Corporation is hereby amended in its entirety to read as follows:
“(4) To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, in the case of directors only, (iv) for any transaction from which the director or officer derived an improper personal benefit or (v) for any action by or in the right of the Corporation, in the case of officers only. Any repeal or modification of this Article FIFTH shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. For purposes of this Article FIFTH, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL as the same exists or may hereafter be amended.”
SECOND: The amendment to the Restated Certificate of Incorporation effected hereby has been proposed by the Board of Directors of the Corporation and adopted by the requisite vote of the stockholders of the Corporation in the manner prescribed by Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed in its name on this 2nd day of June 2026.
BOOKING HOLDINGS INC.
By: /s/ Peter J. Millones
Name: Peter J. Millones
Title: Executive Vice President and General Counsel