Booking Holdings (BKNG) Proxy filing summary

Executive summary

• Achieved record 2025 financial results: $186.1B gross bookings (+12%), $26.9B revenue (+13%), $9.9B adjusted EBITDA (+20%), and 1.2B room nights (+8%). Net income was $5.4B, down 8% from 2024, with adjusted EPS up 22%.

• Returned $8.2B to stockholders via share repurchases and dividends, reduced share count by 22% since 2022, and increased quarterly dividend by 10% in Q1 2025.

• Advanced Connected Trip vision, expanded AI-driven capabilities, and saw strong growth in Asia and the U.S.

• Implemented a 25-for-1 stock split effective April 2026.

Voting matters and shareholder proposals

• Election of eleven directors for one-year terms.

• Advisory vote to approve 2025 executive compensation (say-on-pay).

• Ratification of Deloitte as independent auditor.

• Amendment to certificate of incorporation to provide for officer exculpation.

• Two non-binding shareholder proposals: (1) report on political spending (Board recommends AGAINST), (2) report on human rights risks in Israeli settlements (Board recommends AGAINST).

Board of directors and corporate governance

• Board will have 11 directors post-meeting; 10 of 11 nominees are independent.

• Board diversity: 3 women, 3 racially/ethnically diverse, average tenure 6.9 years, average age 62.

• Annual director elections, majority voting, proxy access, no poison pill or supermajority provisions.

• Board committees: Audit, Talent & Compensation, Corporate Governance, and Cybersecurity Subcommittee—all independent.

• Annual board and committee self-evaluations, CEO succession planning, and stock ownership guidelines for directors and executives.