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[8-K] Global Business Travel Group, Inc. Reports Material Event

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Global Business Travel Group, Inc. reported the results of its May 13, 2026 annual stockholder meeting, where stockholders approved all four proposals on the ballot. Three Class I directors were elected to terms expiring at the 2029 annual meeting, each receiving over 396 million votes in favor.

Stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 406,430,176 votes for and 653,792 against. They also approved, on an advisory basis, the compensation of the company’s named executive officers and an amendment to the 2022 Equity Incentive Plan, which received 390,956,846 votes in favor.

Positive

  • None.

Negative

  • None.
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.
Shares entitled to vote 523,342,918 shares Class A common stock entitled to vote as of March 17, 2026
Shares represented at meeting 407,115,412 shares Shares present or represented by proxy at the annual meeting
Votes for KPMG ratification 406,430,176 votes For ratification of KPMG LLP as 2026 independent auditor
Say-on-pay votes for 402,377,712 votes For approval, on an advisory basis, of named executive officer compensation
Equity plan amendment votes for 390,956,846 votes For approval of amendment to 2022 Equity Incentive Plan
Director Abbott votes for 397,127,016 votes For election of Paul Abbott as Class I director
Director Hart votes for 396,908,309 votes For election of Eric Hart as Class I director
Director Winters votes for 396,409,955 votes For election of Kathleen Winters as Class I director
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
independent registered public accounting firm regulatory
"KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
broker non-vote financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE"
advisory basis regulatory
"To approve, on an advisory basis, the compensation of the Company's named executive officers"
Equity Incentive Plan financial
"To approve the amendment to the Company's 2022 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Class A common stock financial
"523,342,918 shares of the Company’s Class A common stock, par value $0.0001 per share"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
False000182087200018208722026-05-132026-05-13

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): May 18, 2026 (May 13, 2026)
Global Business Travel Group, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
001-39576
98-0598290
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

666 3rd Avenue, 4th Floor
New York, New York 10017
(Address of principal executive offices) (Zip Code)
(646) 344-1290
(Registrant’s telephone number, including area code)
Not applicable
(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(s)
Name of each exchange on which
registered
Class A common stock, par value of $0.0001 per share
GBTG
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.

Global Business Travel Group, Inc. (the “Company”) held its annual meeting of stockholders on May 13, 2026 (the “Annual Meeting”). The following proposals were submitted to the stockholders at the Annual Meeting:

To elect three Class I directors to serve for a three-year term of office expiring at the 2029 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;

To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026;

To approve, on an advisory basis, the compensation of the Company's named executive officers; and

To approve the amendment to the Company's 2022 Equity Incentive Plan.

The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026.

As of the close of business on March 17, 2026, the number of shares of common stock entitled to vote at the Annual Meeting was 523,342,918 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”). Each share of common stock was entitled to one vote.

The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 407,115,412. The following proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting, and the voting results were as follows:

(1)Election of Directors: The three nominees named in the Company’s 2026 proxy statement were elected to serve a three-year term expiring at the 2029 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal:


FORAGAINSTABSTAIN
BROKER NON-VOTE
Paul Abbott397,127,016 2,989,0833,611,6823,387,631
Eric Hart396,908,309 3,181,7783,637,6943,387,631
Kathleen Winters396,409,955 3,679,1993,638,6273,387,631


(2)Ratification of Appointment of Independent Registered Accounting Firm: The appointment of KPMG LLP to serve as the Company’s independent registered accounting firm for fiscal year 2026 was ratified as follows:


FORAGAINSTABSTAIN
406,430,176 653,79231,444










(3)Approval, on an advisory basis, the compensation of the Company's named executive officers: The approval, on an advisory basis, of the compensation of the Company's named executive officers was ratified as follows:
FORAGAINSTABSTAINBROKER NON-VOTE
402,377,712 1,263,70386,3663,387,631


(4)Approval of the amendment to the Company's 2022 Equity Incentive Plan: The approval of the amendment to the Company's 2022 Equity Incentive Plan was ratified as follows:

FORAGAINSTABSTAINBROKER NON-VOTE
390,956,8469,129,9973,640,9383,387,631



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.

GLOBAL BUSINESS TRAVEL GROUP, INC.
By:    /s/ Eric J. Bock     
Name:    Eric J. Bock
Title:    Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary

Date: May 18, 2026



Filing Exhibits & Attachments

3 documents