Global Business Travel Group (GBTG) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and an amendment to the equity incentive plan.

• Shareholders of record as of March 17, 2026, are entitled to vote, with each share of common stock carrying one vote; 523,342,918 shares are outstanding.

• The company achieved strong financial results in 2025, including double-digit revenue and Adjusted EBITDA growth, a major acquisition (CWT), and significant cost synergies.

• The board and committees met regularly, with all directors attending at least 75% of meetings and the 2025 annual meeting.

Voting matters and shareholder proposals

• Proposals include: election of three Class I directors for three-year terms, ratification of KPMG LLP as auditor for 2026, advisory approval of executive compensation, and approval of an amendment to the 2022 Equity Incentive Plan.

• Shareholders may submit proposals for the 2027 annual meeting by December 3, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of 11 members divided into three classes with staggered terms; seven directors are independent per NYSE standards.

• Board leadership is separated, with Mr. O'Hara as Chairman and Mr. Abbott as CEO.

• Four standing committees: Audit & Finance, Compensation, Nominating & Corporate Governance, and Risk Management & Compliance, each with defined responsibilities and independent membership.

• Corporate governance guidelines and a code of conduct are in place, with regular reviews and updates.