Booking Holdings Inc.

8-K · bkng-20260602.htm iXBRL

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 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
  
 Booking Holdings Inc.
 (Exact name of registrant as specified in its charter)
  

 Delaware 1-36691 06-1528493
 (State or other Jurisdiction of
Incorporation) (Commission File Number) (IRS Employer Identification No.)

  

 800 Connecticut Avenue Norwalk Connecticut 06854
 (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:
  
 ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
 ☐      Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)
  
 ☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
 ☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities Registered Pursuant to Section 12(b) of the Act:

 Title of Each Class:   Trading Symbol Name of Each Exchange on which Registered:
 Common Stock par value $0.008 per share   BKNG The NASDAQ Global Select Market

 4.000% Senior Notes Due 2026 BKNG 26 The NASDAQ Stock Market LLC
 1.800% Senior Notes Due 2027 BKNG 27 The NASDAQ Stock Market LLC
 0.500% Senior Notes Due 2028 BKNG 28 The NASDAQ Stock Market LLC
 3.625% Senior Notes Due 2028 BKNG 28A The NASDAQ Stock Market LLC
 4.250% Senior Notes Due 2029 BKNG 29 The NASDAQ Stock Market LLC
 3.500% Senior Notes Due 2029 BKNG 29A The NASDAQ Stock Market LLC
 3.000% Senior Notes Due 2030 BKNG 30 The NASDAQ Stock Market LLC
 3.500% Senior Notes Due 2030 BKNG 30A The NASDAQ Stock Market LLC
 4.500% Senior Notes Due 2031 BKNG 31 The NASDAQ Stock Market LLC
 3.125% Senior Notes Due 2031 BKNG 31A The NASDAQ Stock Market LLC
 3.625% Senior Notes Due 2032 BKNG 32 The NASDAQ Stock Market LLC
 3.250% Senior Notes Due 2032 BKNG 32A The NASDAQ Stock Market LLC
 4.125% Senior Notes Due 2033 BKNG 33 The NASDAQ Stock Market LLC
 4.750% Senior Notes Due 2034 BKNG 34 The NASDAQ Stock Market LLC
 4.000% Senior Notes Due 2034 BKNG 34A The NASDAQ Stock Market LLC
 3.625% Senior Notes Due 2035 BKNG 35 The NASDAQ Stock Market LLC
 3.750% Senior Notes Due 2036 BKNG 36 The NASDAQ Stock Market LLC
 3.750% Senior Notes Due 2037 BKNG 37 The NASDAQ Stock Market LLC
 4.125% Senior Notes Due 2038 BKNG 38 The NASDAQ Stock Market LLC
 4.500% Senior Notes Due 2039 BKNG 39 The NASDAQ Stock Market LLC
 4.000% Senior Notes Due 2044 BKNG 44 The NASDAQ Stock Market LLC
 3.875% Senior Notes Due 2045 BKNG 45 The NASDAQ Stock Market LLC
 4.500% Senior Notes Due 2046 BKNG 46 The NASDAQ Stock Market LLC

  
 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

 3.1
 Amendment to the Restated Certificate of Incorporation of Booking Holdings Inc., dated June 2, 2026

 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