bkng-20260602

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 2, 2026

Booking Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-36691

06-1528493

(State or other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

800 Connecticut Avenue

Norwalk

Connecticut

06854

(Address of principal executive offices)

(zip code)

Registrant's telephone number, including area code: (203) 299-8000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading Symbol

Name of Each Exchange on which Registered:

Common Stock par value $0.008 per share

BKNG

The NASDAQ Global Select Market

4.000% Senior Notes Due 2026

BKNG 26

The NASDAQ Stock Market LLC

1.800% Senior Notes Due 2027

BKNG 27

The NASDAQ Stock Market LLC

0.500% Senior Notes Due 2028

BKNG 28

The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2028

BKNG 28A

The NASDAQ Stock Market LLC

4.250% Senior Notes Due 2029

BKNG 29

The NASDAQ Stock Market LLC

3.500% Senior Notes Due 2029

BKNG 29A

The NASDAQ Stock Market LLC

3.000% Senior Notes Due 2030

BKNG 30

The NASDAQ Stock Market LLC

3.500% Senior Notes Due 2030

BKNG 30A

The NASDAQ Stock Market LLC

4.500% Senior Notes Due 2031

BKNG 31

The NASDAQ Stock Market LLC

3.125% Senior Notes Due 2031

BKNG 31A

The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2032

BKNG 32

The NASDAQ Stock Market LLC

3.250% Senior Notes Due 2032

BKNG 32A

The NASDAQ Stock Market LLC

4.125% Senior Notes Due 2033

BKNG 33

The NASDAQ Stock Market LLC

4.750% Senior Notes Due 2034

BKNG 34

The NASDAQ Stock Market LLC

4.000% Senior Notes Due 2034

BKNG 34A

The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2035

BKNG 35

The NASDAQ Stock Market LLC

3.750% Senior Notes Due 2036

BKNG 36

The NASDAQ Stock Market LLC

3.750% Senior Notes Due 2037

BKNG 37

The NASDAQ Stock Market LLC

4.125% Senior Notes Due 2038

BKNG 38

The NASDAQ Stock Market LLC

4.500% Senior Notes Due 2039

BKNG 39

The NASDAQ Stock Market LLC

4.000% Senior Notes Due 2044

BKNG 44

The NASDAQ Stock Market LLC

3.875% Senior Notes Due 2045

BKNG 45

The NASDAQ Stock Market LLC

4.500% Senior Notes Due 2046

BKNG 46

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BOOKING HOLDINGS INC.


By:	/s/ Peter J. Millones
	Name:	Peter J. Millones
	Title:	Executive Vice President and General Counsel