BOOKING HOLDINGS INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

Booking Holdings Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	6

PROXY SUMMARY	7

Our 2023 Performance	8
Corporate Governance Highlights	8
Our Board	9
Executive Compensation Highlights	10

CORPORATE GOVERNANCE	13

PROPOSAL 1		14

Election of Directors
Nomination and Election Process	16
Board Evaluations	18
Nominees for Election as Directors	19
Management	27
Governance Framework	29
Board’s Role in Company Strategy	32
Board’s Role in Risk Oversight	32
Board Committees	34
Director Independence	37
Certain Relationships and Related Person Transactions	37
Board Practices and Procedures	38
Sustainability	39
Security Ownership of Certain Beneficial Owners and Management	43

EXECUTIVE COMPENSATION	45

A Letter from the Talent and Compensation Committee to our Stockholders	46
Compensation Discussion and Analysis	48
Executive Summary	48
Compensation Philosophy and Objectives	52
Compensation Best Practices	53
Pay Elements	54
How We Measure Performance	55
How We Make Compensation Decisions	55
Other Components of Executive Compensation	69
Compensation Governance Matters	71
Talent and Compensation Committee Report	72
Summary Compensation Table	73
Grants of Plan-Based Awards Table	75
Outstanding Equity Awards at 2023 Fiscal Year-End Table	76
Option Exercises and Stock Vested Table	78
Employment Contracts, Termination of Employment, and Change in Control Arrangements	78
Potential Payments Upon a Change in Control and/or Termination	87
2023 CEO Pay Ratio	89
Pay Versus Performance	90
Equity Compensation Plan Information	94
Non-Employee Director Compensation and Benefits	95
Delinquent Section 16(a) Reports	97
Talent and Compensation Committee Interlocks and Insider Participation	97
Compensation Risk Assessment	97

PROPOSAL 2		98

Advisory Vote to Approve 2023 Executive Compensation

AUDIT MATTERS	99

Report of the Audit Committee	99
Auditor Independence	101

PROPOSAL 3		102

Ratification of Selection of Independent Registered Public Accounting Firm

STOCKHOLDER PROPOSALS	103

PROPOSAL 4		104

Stockholder Proposal — Improve Clawback Policy for Unearned Executive Pay

PROPOSAL 5		107

Stockholder Proposal — Reproductive Rights and Data Privacy
2025 Stockholder Proposals	110

OTHER MATTERS	111

Other Matters	111
Annual Meeting Information	112

APPENDICES	115

APPENDIX A	116

Unaudited Reconciliation of GAAP to Non-GAAP Financial Information	116
Non-GAAP Financial Measures	119

APPENDIX B	120

Form of Proxy Card	120

2024 PROXY STATEMENT | BOOKING HOLDINGS INC. 1

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APRIL 23, 2024

Dear Stockholders,

As I write these words in April 2024, I have never been more energized about the future of travel and the potential for our company, while recognizing that we operate in one of the most competitive industries in the world marked by rapid technological acceleration and regulatory changes, both of which bring new challenges and opportunities.

Our company’s mission is: To Make It Easier For Everyone to Experience The World. From our very beginning, we believed that we could use technology to dramatically improve the way people discovered, searched, booked and experienced travel. Now, more than 25 years later, we are one of the world’s largest travel companies and achieved a major milestone in 2023: we booked more than one billion room nights through our platforms.

We are a global company doing business in more than 220 countries and territories with more than 23,000 employees around the world. Last year, through our Booking.com, Priceline, Agoda and KAYAK brands we enabled our travel customers to execute billions of searches across our websites and apps, provided access to properties with over 29 million individual listings, facilitated 36 million flight tickets and 74 million rental car days booked on our platforms, and helped to seat more than 1.5 billion diners through OpenTable.

In 2023, we achieved record-setting financial results, with more than $21 billion in revenue, which was up 25% compared to the year prior, more than $4 billion in net income, which was up 40% from the prior year, more than $7 billion in adjusted EBITDA, which was up 34% compared to the prior year, and generated $7 billion in net cash provided by operating activities and free cash flow. With this solid financial performance and our strong balance sheet, we were able to return over $10 billion to shareholders over the course of the year through stock repurchases, and we recently paid our first cash dividend. (See Appendix A for a reconciliation of non-GAAP financial measures to GAAP financial measures.)

Not all of 2023 was perfect though. At Booking.com, we had a back-end systems upgrade that resulted in delayed payments to some of our supplier partners. Separately, some of our accommodation supplier partners experienced cyber breaches that resulted in losses for some of our traveler customers; while our systems were never breached, we know our traveler customers depend on us and we are spending more time and resources to help our supplier partners improve their security. Additionally, we faced new challenges as novel regulations have required time, energy, and investments plus educational outreach to our customers and partners.

Also, we were disappointed that the EU Commission blocked our acquisition of Etraveli, a European-based online distributor of flight tickets we have been working with for many years to build the Booking.com flight vertical. We are appealing to the EU courts as we believe the Commission’s decision was incorrect in both its interpretation of competition law and its understanding of the factual competitive situation. Consumers benefit from more competition and the acquisition would have enabled us to more rapidly improve flight services for all customers. While the appeal process proceeds, we continue to work closely with Etraveli and are pleased we extended our contractual agreement with them.

Two Universal Truths

Booking is a company that has continued to innovate and has been a travel technology leader from our early deployment of mobile apps, to sophisticated machine learning analysis, to some of the first uses of Generative AI. Our mission is to make it easier for everyone to experience the world because we believe this is a world worth experiencing. We know travel expands horizons and brings cultures closer together. There has never been a greater opportunity for us, sitting at the intersection of travel and technology, to shape the future of travel and positively impact people’s lives.

2024 PROXY STATEMENT | BOOKING HOLDINGS INC. 2

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The world, technologies, societies, cultures, and consumer behaviors will continue to change, but there are two things we know will remain true. First, there will always be an intrinsic human desire to travel, and second, technology will continue to advance and improve travel distribution.

Throughout history, humans have wanted to explore and connect with others. While events like war, global recessions, pandemics and natural disasters can temporarily disrupt travel, time and time again we see the human desire to explore the world reemerge.

Technology hastens the pace of innovation. While advancements in mobile technology, global connectivity and infrastructure, AI, digital payments and banking, search algorithms, translation technologies and more have gotten us to where we are today, there is so much more that technology can and will do to make every aspect of planning and booking travel easier.

Accelerate Value on Both Sides of the Marketplace

Our brands sit at the center of the travel ecosystem - connecting travelers to the providers of travel services, all of whom are our customers. We must continuously innovate to create incremental value for both sides of this travel marketplace.

For our travelers, we provide a vast array of travel options and we will continue to expand the breadth of products and services we offer across multiple verticals. This includes increasing the supply of homes and other alternative accommodations, adding more global airlines and flight destination and origination points, adding new ground transportation and attractions options, and offering new services like cancel-for-any-reason travel insurance. We will also continue investing in Genius, our loyalty program, to make sure we can surface great deals for travelers across our brands, across the world, and bring even more customers to our supply partners.

We will continue to invest in what we call our Connected Trip vision, which centers on removing the frustration so many people experience in planning, booking and experiencing their travel because we know that a seamless travel experience is a good experience. We want it to be easy to plan and book all the elements of a trip – the flights, the accommodations, the ground transportation and the things to do – in a unified way based on customer preferences, and deliver even more value throughout. Our vision means that in the future our systems could have capabilities such that if there is a problem like a flight delay, we could automatically adjust your airport taxi’s pickup time, reset your dinner reservation, and/or modify your hotel reservation so it is not canceled because you did not check in by the originally booked time. And when you are at your destination, we want there to be an easy way for our attractions partners to provide you with personalized offers that give you more value while enabling our supplier partners to obtain incremental demand in a low-cost way. These are just a few examples of what we believe the Connected Trip may be able to do sometime in the future.

Technology can do so much more than it does today to create meaningfully better travel experiences. To build this requires a deep understanding of travel technology, an ability to synthesize information, match and analyze data sets, as well as an implicit and explicit understanding of traveler preferences to create richer, contextually relevant and personalized offers.

We believe these investments will not only positively impact our travelers, but also benefit our supplier partners. By deploying our capabilities, our deep understanding of data science, our global reach, and our investments in AI, we believe we will create many more ways for our partners to generate even more business. Ultimately, the success of our business model relies just as much on remaining a trusted and value-driving partner to our supplier customers as it does to our traveler customers.

Relentless Innovation

Our organization is characterized by innovation and we know we cannot rest on what we have achieved to date. Our thousands of talented developers, engineers and data scientists celebrate self-disruption and thrive on a culture of constant experimentation.

While the travel industry as a whole is only beginning to scratch the surface of opportunities that Generative AI will unearth, we already have more than a decade of experience deploying AI technology across our platforms – from personalization to machine translations, content analysis and optimization, fraud detection, and more. We have always envisioned AI technology playing a central role in delivering an easier and more personalized experience. With Generative AI we will build on our rich history of experience and leverage our proprietary data in order to continue to do what we have done throughout our history – bring the newest technologies to the forefront of the travel booking experience.

2024 PROXY STATEMENT | BOOKING HOLDINGS INC. 3

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In 2023, we launched a number of Generative AI initiatives across our brands. By letting each brand experiment, build and analyze this opportunity themselves, we continue to drive diversified learnings across our company. KAYAK and OpenTable have been some of the first adopters on many fronts, testing Generative AI plug-ins last year, and KAYAK recently released technology allowing users to search for better prices using screenshots in the KAYAK PriceCheck tool. Booking.com’s AI Trip Planner helps people discover, plan and book their travel using an interactive GenAI chatbot. At Priceline, we recently made several major enhancements to Penny, Priceline’s AI travel assistant, following six months of real-world interaction with users. It is still early days, but we will continue to test and learn quickly.

Our payments and fintech operations will be another area of continued focus in 2024. Managing currency conversion, regulation and compliance, different payment infrastructures, bank and payment provider relationships, fraud and risk detection and a lack of global standards can be very challenging for our supplier partners. That’s why we’re investing in the technology and infrastructure needed to support both travelers and supplier partners to further remove friction from the travel booking experience. In 2023, Booking.com processed about half of its gross bookings through its payments platform.

The mobile app will also remain a focal point of our strategy as more and more travelers are digital natives and expect smartphones to power all of their travel needs. With almost half of our bookings coming through our mobile apps, we will continue investments to optimize this experience.

Closing out 2023 and looking forward, I again express my optimism for the future of travel and for our company.

We are a leader in our space. We sit on the cusp of opportunity. These facts remind us daily that we need to move quickly. Think harder. Innovate faster. We will do this, but never by compromising our values or our integrity. I want to thank all of our employees for living our values everyday, and for working relentlessly for our traveler and supply partner customers.

I also want to thank our Board of Directors who remain committed to our mission, vision and long-term outlook for success.

On behalf of our entire organization, I reiterate our commitment to being an industry leader, growing faster than the market, and continuing to deliver market-leading returns.

Sincerely,

Glenn D. Fogel
President and Chief Executive Officer
April 23, 2024

2024 PROXY STATEMENT | BOOKING HOLDINGS INC. 4

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APRIL 23, 2024

Dear Stockholder,

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Booking Holdings Inc. to be held at 11:00 a.m. Eastern Time on Tuesday, June 4, 2024.

The Annual Meeting will be held in a virtual format. You may attend the virtual Annual Meeting by visiting the website www.virtualshareholdermeeting.com/BKNG2024. To ask questions and vote at the Annual Meeting, you will need the 16-digit control number that appears on your Notice of Internet Availability of Proxy Materials, on the proxy card, or on the instructions that accompanied the proxy materials.

This booklet includes the Notice of Annual Meeting and proxy statement. The proxy statement provides information about Booking Holdings Inc. in addition to describing the business we will conduct at the meeting.

Whether or not you plan to attend the Annual Meeting, please mark, sign, date, and return your proxy card in the enclosed envelope as soon as possible or vote online or by calling the toll-free telephone number as described in the instructions included in your proxy card. Your stock will be voted in accordance with the instructions you give in your proxy card. You may attend the Annual Meeting and vote through the virtual meeting platform, even if you have previously returned your proxy card or voted by telephone or online, by following the instructions included in the proxy statement. We hope you are able to join us on June 4.

Sincerely,

Robert J. Mylod, Jr.
Chair of the Board
April 23, 2024

2024 PROXY STATEMENT | BOOKING HOLDINGS INC. 5

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors of Booking Holdings Inc. is soliciting your proxy for the 2024 Annual Meeting of Stockholders.

DATE AND TIME

Tuesday, June 4, 2024
11:00 a.m. Eastern Time

LOCATION

www.virtualshareholdermeeting.com/BKNG2024

For more information about attending the meeting see How to Attend the Annual Meeting on page 113

RECORD DATE

The Board of Directors fixed the close of business on April 9, 2024 as the record date for identifying those stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting.

ITEMS OF BUSINESS AND BOARD RECOMMENDATIONS:

4 and 5

Election of twelve directors

Advisory vote to approve 2023 named executive officer compensation

Ratification of the appointment of the independent registered public accounting firm

Non-binding stockholder proposals, if properly presented

FOR
Page 14

FOR
Page 98

FOR
Page 102

AGAINST
Pages 104, 107

As well as other business as may properly come before the meeting or any adjournment or postponement of the meeting.

Even if you have given your proxy, you may still vote on the virtual meeting platform if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name to obtain a 16-digit control number.

AT THE MEETING

ONLINE

TELEPHONE

MAIL

To attend the Annual Meeting, visit www.
virtualshareholdermeeting.com/BKNG2024.
To vote or ask questions during the Annual Meeting, you must have the 16-digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials.

You may vote online at www.proxyvote.com or by scanning the QR code on your proxy card.

You may vote by calling 1-800-690-6903, a toll-free telephone number.

Complete, date, and sign the enclosed proxy card and return it in the enclosed postage prepaid envelope (if mailed in the United States).

April 23, 2024

By order of the Board of Directors

Vijay S. Iyer
Corporate Secretary
Norwalk, Connecticut

This proxy statement and our 2023 Annual
Report are also available on our website at https://ir.bookingholdings.com/financials/
annual-reports/default.aspx.

2024 PROXY STATEMENT | BOOKING HOLDINGS INC. 6

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PROXY SUMMARY

This summary highlights our mission, selected business results, corporate governance, and executive compensation information. For more information about these topics, please review the full proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023.

OUR MISSION IS TO MAKE IT EASIER FOR EVERYONE TO EXPERIENCE THE WORLD

Booking Holdings Inc. (the “Company,” “Booking Holdings,” “we,” “our,” or “us”) is the world’s leading provider of online travel and related services. We connect consumers wishing to make travel reservations with providers of travel services around the world through our online platforms through five primary consumer-facing brands:

Accommodations

Ground Transportation

Flights

Activities

Restaurants

Meta Search

Booking.com

SEC Form DEF 14A filed by Booking Holdings Inc.