UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) June 3, 2025

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

N/A

(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

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

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

4.000% 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 2025 Annual Meeting of Stockholders of the Company was held virtually on June 3, 2025 at www.virtualshareholdermeeting.com/BKNG2025. 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.


Nominee	Votes For	Votes Against	Broker Non-Votes
Glenn D. Fogel	27,403,121	109,501	1,387,093
Mirian M. Graddick-Weir	27,093,015	419,607	1,387,093
Kelly Grier	27,412,160	100,462	1,387,093
Robert J. Mylod, Jr.	27,142,494	370,128	1,387,093
Charles H. Noski	26,148,305	1,364,317	1,387,093
Larry Quinlan	26,366,174	1,146,448	1,387,093
Nicholas J. Read	27,384,445	128,177	1,387,093
Thomas E. Rothman	26,437,989	1,074,633	1,387,093
Sumit Singh	27,377,206	135,416	1,387,093
Lynn Vojvodich Radakovich	27,069,705	442,917	1,387,093
Vanessa A. Wittman	27,251,445	261,177	1,387,093

2. An advisory vote to approve 2024 executive compensation was approved.


Votes For:			24,288,898
Votes Against:			3,156,175
Abstentions:			67,549
Broker Non-Votes:			1,387,093

3. A proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2025 was approved.


Votes For:			25,615,932
Votes Against:			3,264,520
Abstentions:			19,263

4. A stockholder proposal requesting a non-binding stockholder vote regarding modifying the Company’s special meeting threshold was not approved.


Votes For:			13,464,542
Votes Against:			14,018,112
Abstentions:			29,968
Broker Non-Votes:			1,387,093

SIGNATURES

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

Date: June 4, 2025

Booking Holdings Inc. 8-K