BKNG Booking Holdings Inc. - 8-K

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.