BOOKING HOLDINGS INC (BKNG)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
BOOKING HOLDINGS INC · Meeting: June 2, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2017; BKNG's 3-year return of +81.6% is positive and trails the peer median by only 44.6 percentage points, well below the 65-point threshold required to trigger an against vote for a strong-positive-TSR company; no overboarding, attendance, or independence concerns.
Independent director since 2018 with strong HR and global business credentials; TSR trigger does not apply given the 44.6pp gap is below the 65pp threshold; holds one other public board seat, well within limits; no attendance or independence concerns.
Independent director since 2023 (less than 24 months at the time of this meeting, joined 2023); exempt from TSR trigger under the 24-month new-director exemption; certified public accountant with deep audit expertise serving on the Audit Committee; no overboarding or independence concerns.
Independent Board Chair since 2017 with deep Booking Holdings institutional knowledge as a former CFO; TSR gap of 44.6pp is below the 65pp threshold; holds one other public board seat; no attendance, overboarding, or independence concerns.
Lead Independent Director since 2015 with extensive CFO and audit experience at multiple major corporations; TSR trigger does not fire at 44.6pp gap vs. 65pp threshold; holds one other public board seat; no attendance or independence concerns.
Independent director since 2022 with strong cybersecurity and technology credentials; TSR trigger does not apply; however, note that he holds multiple private and public board seats — two public board seats (ServiceNow, Jones Lang LaSalle) plus numerous private/advisory roles, which warrants monitoring but does not breach the four-public-board overboarding threshold; no attendance or independence concerns.
Independent director since 2018 with strong international CEO and CFO experience; TSR trigger does not apply at 44.6pp gap vs. 65pp threshold; holds zero other U.S. public directorships; no attendance or independence concerns.
Independent director since 2013 with leadership and global business experience in media; TSR trigger does not apply; holds zero other public board seats; no attendance or independence concerns.
New independent director joining in 2026, well within the 24-month new-director exemption from the TSR trigger; brings semiconductor and technology leadership experience; holds zero U.S. public board seats; no concerns.
Independent director since 2022 with e-commerce CEO experience at Chewy; TSR trigger does not apply; note that as a sitting CEO (Chewy) he holds one outside public board seat (Booking Holdings), which is within the policy's two-seat limit for sitting CEOs; no attendance or independence concerns.
Independent Audit Committee Chair since 2019 with deep CFO and financial expertise across multiple industries; TSR trigger does not apply at 44.6pp gap vs. 65pp threshold; holds two other public board seats within policy limits; no attendance or independence concerns.
All eleven director nominees receive a FOR vote. BKNG's 3-year total return of +81.6% is strongly positive, and the company trails its compensation peer group median by 44.6 percentage points — well below the 65-point underperformance threshold required to trigger against votes for a company with strong positive returns. No directors are overboarded, no attendance issues were disclosed, and all committees are staffed with independent directors possessing appropriate expertise. Kurt Sievers (joined 2026) and Kelly Grier (joined 2023, under 24 months) are exempt from the TSR trigger as new directors.
Say on Pay
✓ FORCEO
Glenn D. Fogel
Total Comp
$35,418,102
Prior Support
88%%
CEO total compensation of $35.4 million is high in absolute terms but is supported by strong company performance — record revenues of $26.9 billion (up 13%), adjusted EBITDA of $9.9 billion (up 20%), and a 3-year stock return of +81.6%. The pay program is well-structured: approximately 60% of long-term incentive pay takes the form of performance stock awards tied to 3-year revenue and EBITDA targets plus a relative total shareholder return modifier, and the remaining 40% consists of time-vesting stock awards, meaning a large majority of total pay is variable and performance-linked. Prior say-on-pay support was 88% in 2025 and 90% in 2024, comfortably above the 70% threshold that would require a negative vote response. The company has meaningful clawback policies and prohibits hedging and pledging, reflecting sound compensation governance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text does not provide explicit fee dollar amounts or auditor tenure in the sections available for analysis; per policy, the tenure trigger requires confirmed data to fire and absence of disclosed tenure does not warrant a No vote. Booking Holdings is a large-cap global company ($151 billion market cap) audited by Deloitte, a Big 4 firm fully adequate for its size and complexity. No material financial restatements were identified in the filing. A FOR vote is appropriate with a minor note that tenure disclosure would improve transparency.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Board of Directors Proposal — Amendment to Restated Certificate of Incorporation to Provide for Officer Exculpation
This is a board-proposed amendment to bring the company's certificate of incorporation in line with a 2022 change to Delaware law that permits corporations to shield officers (not just directors) from personal liability for certain unintentional breaches of duty. The baseline today is that officers lack this protection while directors already have it; the amendment improves governance consistency and helps the company attract and retain qualified officers, which is a reasonable business purpose. This type of provision is now widely adopted among Delaware-incorporated S&P 500 companies and does not eliminate liability for fraud, intentional misconduct, or transactions where the officer received an improper personal benefit. The improvement from the current asymmetric baseline to a market-standard structure supports a FOR vote.
Proposal 5
Stockholder Proposal — Avoid Brand Damage due to Corporate Political Spending
The proposal asks the company to take action related to corporate political spending to avoid brand damage, framed as a disclosure or governance ask. Without clear identification of the filer's identity and track record, and given the board's opposition, the merits cannot be established on the available information. The proposal title and framing suggest it may originate from an advocacy-oriented filer rather than a neutral fiduciary investor, but the filing text provided does not include sufficient detail about the proponent to confirm filer type. In the absence of confirmed credibility signals (such as a recognized institutional pension fund or governance activist with a track record), a meaningful prior-year vote, or a clear and specific disclosure gap that the company has failed to address, the default stance on an unverified filer with an operational-flavored ask is AGAINST.
Proposal 6
Stockholder Proposal — Stockholder Resolution Regarding Business Operations in Illegal Settlements
This proposal asks Booking Holdings to alter its business operations based on a political and legal characterization of certain geographic areas as 'illegal settlements' — a contested geopolitical determination that goes well beyond ordinary fiduciary risk management. The framing and subject matter are consistent with proposals submitted by ideological or advocacy-oriented filers pursuing political goals under a shareholder-value wrapper rather than by neutral fiduciary investors with a genuine commercial risk concern. Under the voting policy's symmetry rule, proposals that only make sense as political or social advocacy — regardless of whether the political direction is conservative or progressive — are voted against. The board also recommends against, and no prior-year vote data is available to indicate substantial shareholder support for the underlying concern.
Overall Assessment
The 2026 Booking Holdings annual meeting presents a clean ballot with no significant governance red flags: all eleven director nominees receive FOR votes as the company's strong 3-year return of +81.6% keeps it well below the peer-underperformance threshold, the executive compensation program is performance-linked and has earned above-70% shareholder support in prior years, and the auditor ratification is supported given the use of a Big 4 firm with no identified restatement issues. The two stockholder proposals — one on political spending and one on business operations in disputed territories — are voted against, as both carry the hallmarks of ideologically motivated advocacy rather than neutral fiduciary proposals; the board-proposed officer exculpation charter amendment is supported as a straightforward alignment with Delaware law.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing