Booking Holdings (BKNG) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, with virtual participation available for shareholders.

• Shareholders are invited to vote on key proposals, including director elections, executive compensation, auditor ratification, and amendments to the certificate of incorporation.

Voting matters and shareholder proposals

• Election of eleven directors to serve until the next annual meeting, with all nominees recommended by the board.

• Advisory vote on 2025 executive compensation package, with board support.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal to amend the certificate of incorporation to allow officer exculpation, recommended for approval.

• Non-binding votes on proposals regarding corporate political spending and business operations in illegal settlements, both opposed by the board.

Board of directors and corporate governance

• Eleven director nominees are presented for election, each recommended by the board.