Booking Holdings (NASDAQ: BKNG) 2026 virtual shareholder meeting voting results
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Booking Holdings Inc. reported the results of its 2026 annual meeting of stockholders held virtually on June 2, 2026. All nominated directors were elected, each receiving over 568 million votes in favor, with varying levels of opposition and broker non-votes.
Stockholders approved the advisory vote on 2025 executive compensation, with 567,003,024 votes for and 61,561,892 against, and ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026. They also approved an amendment to the certificate of incorporation to provide for exculpation of officers.
Two stockholder proposals, one concerning corporate political spending and another addressing certain business operations, were not approved, each receiving significantly more votes against than for.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Say-on-pay votes for: 567,003,024 votes
Say-on-pay votes against: 61,561,892 votes
Auditor ratification votes for: 610,788,541 votes
+5 more
8 metrics
Say-on-pay votes for
567,003,024 votes
Advisory approval of 2025 executive compensation
Say-on-pay votes against
61,561,892 votes
Advisory approval of 2025 executive compensation
Auditor ratification votes for
610,788,541 votes
Ratification of Deloitte & Touche LLP for fiscal 2026
Officer exculpation amendment votes for
549,857,878 votes
Amendment to certificate of incorporation
Political spending proposal votes for
220,677,778 votes
Non-binding stockholder proposal on political spending
Political spending proposal votes against
406,392,027 votes
Non-binding stockholder proposal on political spending
Business operations proposal votes for
64,039,145 votes
Non-binding stockholder proposal on certain operations
Business operations proposal votes against
558,090,578 votes
Non-binding stockholder proposal on certain operations
Key Terms
broker non-vote, advisory vote, independent registered public accounting firm, exculpation of officers, +1 more
5 terms
broker non-vote financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE"
advisory vote financial
"An advisory vote to approve 2025 executive compensation was approved."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
exculpation of officers financial
"approve an amendment of the Company’s certificate of incorporation to provide for the exculpation of officers"
Restated Certificate of Incorporation financial
"Amendment to the Restated Certificate of Incorporation of Booking Holdings Inc."
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
FAQ
What did Booking Holdings (BKNG) stockholders approve at the 2026 annual meeting?
Stockholders approved all director nominees, 2025 executive compensation, auditor ratification, and an amendment providing officer exculpation. These outcomes confirm the company’s proposed governance and compensation framework for the upcoming year.
How did Booking Holdings (BKNG) vote on 2025 executive compensation?
Stockholders approved 2025 executive compensation in an advisory vote, with 567,003,024 votes for, 61,561,892 against, and 1,405,584 abstentions. This indicates broad support for the company’s recent pay practices and incentive structure.
Was Deloitte & Touche reappointed as Booking Holdings (BKNG) auditor for 2026?
Yes. Stockholders ratified Deloitte & Touche LLP as Booking Holdings’ independent registered public accounting firm for fiscal 2026, with 610,788,541 votes for, 57,141,803 against, and 1,636,430 abstentions, confirming continued use of the same auditor.
What charter amendment did Booking Holdings (BKNG) stockholders approve in 2026?
Stockholders approved an amendment to the company’s certificate of incorporation to provide for exculpation of officers, with 549,857,878 votes for and 79,183,201 against. This change limits certain personal liability of officers under specified circumstances.
How did Booking Holdings (BKNG) stockholders vote on the political spending proposal?
A stockholder proposal seeking a non-binding vote related to potential brand impacts from corporate political spending was not approved. It received 220,677,778 votes for and 406,392,027 votes against, with 2,900,695 abstentions and substantial broker non-votes.