Booking Holdings Stockholders Approve Officer Liability Limits at 2026 Annual Meeting

Booking Holdings shareholders voted to amend the company's certificate of incorporation at the 2026 Annual Meeting, extending liability protections that have long covered directors to now include corporate officers as well.

The meeting was held virtually on June 2 at www.virtualshareholdermeeting.com/BKNG2026. Six proposals were on the ballot. The amendment to the certificate of incorporation passed with 549.9 million votes in favour, or roughly 87% of votes cast.

The move follows Delaware's 2022 statutory change allowing companies to limit officer liability for certain breach-of-fiduciary-duty claims, similar to the director exculpation protections that Delaware corporations have carried for decades. Booking Holdings incorporated the change this year; the updated certificate of incorporation is now on file as an exhibit to the 8-K.

Board and Auditor

All 11 director nominees were re-elected. Most cleared 98% support. Charles H. Noski drew the most opposition, with 60.6 million votes against out of roughly 629 million cast, a withhold rate of about 9.6%. Robert J. Mylod and Mirian Graddick-Weir also saw above-average dissent, at around 8.5% each.

Deloitte & Touche was ratified as auditor for fiscal 2026, but with a notable 57.1 million votes against, representing roughly 8.5% of votes cast. That level of opposition to an auditor ratification is outside the norm, though not alarming by itself. Institutional Shareholder Services and Glass Lewis both flag high auditor opposition as a signal to watch in subsequent years.

The advisory say-on-pay vote, covering 2025 executive compensation, passed with approximately 90% in favour.

Shareholder Proposals Rejected

Two shareholder proposals were put to a vote and both failed by wide margins.

A proposal requesting a non-binding vote on a resolution regarding the company's business operations in illegal settlements received 64 million votes in favour, or roughly 10% of votes cast. The proposal came against the backdrop of ongoing scrutiny of Booking.com's listings on properties in the occupied West Bank, a subject that had drawn regulatory attention and NGO pressure in prior years.

A second proposal, asking shareholders to address the risk of brand damage from corporate political spending, received stronger but still insufficient support, with about 220 million votes in favour, approximately 35% of votes cast. The higher support for the political spending resolution reflects a broader trend of activist investors pushing travel companies on governance transparency.