8-K – 2026-06-02 – bkng-20260602.htm

bkng-20260602 false 0001075531 0001075531 2026-06-02 2026-06-02 0001075531 us-gaap:CommonStockMember 2026-06-02 2026-06-02 0001075531 bkng:A4000SeniorNotesDue2026Member 2026-06-02 2026-06-02 0001075531 bkng:A1.8SeniorNotesDueMarch2027Member 2026-06-02 2026-06-02 0001075531 bkng:A05SeniorNotesDueMarch2028Member 2026-06-02 2026-06-02 0001075531 bkng:A3625SeniorNotesDue2028Member 2026-06-02 2026-06-02 0001075531 bkng:A4250SeniorNotesDue2029Member 2026-06-02 2026-06-02 0001075531 bkng:A3.500SeniorNotesDueMarch2029Member 2026-06-02 2026-06-02 0001075531 bkng:A3.0SeniorNotesDueNovember2030Member 2026-06-02 2026-06-02 0001075531 bkng:A3.500SeniorNotesDue2030Member 2026-06-02 2026-06-02 0001075531 bkng:A450SeniorNotesDue2031Member 2026-06-02 2026-06-02 0001075531 bkng:A3.125SeniorNotesDueMay2031Member 2026-06-02 2026-06-02 0001075531 bkng:A3.625SeniorNotesDueMarch2032Member 2026-06-02 2026-06-02 0001075531 bkng:A3.250SeniorNotesDueNovember2032Member 2026-06-02 2026-06-02 0001075531 bkng:A4125SeniorNotesDue2033Member 2026-06-02 2026-06-02 0001075531 bkng:A4750SeniorNotesDue2034Member 2026-06-02 2026-06-02 0001075531 bkng:A4.000SeniorNotesDue2034Member 2026-06-02 2026-06-02 0001075531 bkng:A3.625SeniorNotesDueNovember2035Member 2026-06-02 2026-06-02 0001075531 bkng:A3.750SeniorNotesDueMarch2036Member 2026-06-02 2026-06-02 0001075531 bkng:A3.750SeniorNotesDueNovember2037Member 2026-06-02 2026-06-02 0001075531 bkng:A4.125SeniorNotesDueMay2038Member 2026-06-02 2026-06-02 0001075531 bkng:A4.500SeniorNotesDue2039Member 2026-06-02 2026-06-02 0001075531 bkng:A4.000SeniorNotesDueMarch2044Member 2026-06-02 2026-06-02 0001075531 bkng:A3.875SeniorNotesDueMarch2045Member 2026-06-02 2026-06-02 0001075531 bkng:A4.500SeniorNotesDueMay2046Member 2026-06-02 2026-06-02

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