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 2024 Performance	8
Corporate Governance Highlights	8
Our Board	9
Executive Compensation Highlights	10

CORPORATE GOVERNANCE	11

PROPOSAL 1


Election of Directors
Nomination and Election Process	14
Board Evaluations	16
Nominees for Election as Directors	17
Management	24
Corporate Governance Highlights	26
Our Board’s Role in Company Strategy	28
Board’s Role in Risk Oversight	28
Board Committees	30
Director Independence	33
Certain Relationships and Related Person Transactions	33
Other Governance Policies and Practices	34
Sustainability	35
Security Ownership of Certain Beneficial Owners and Management	39

EXECUTIVE COMPENSATION	41

A Letter from the Talent and Compensation Committee to our Stockholders	42
Compensation Discussion and Analysis	43
Executive Summary	43
Compensation Philosophy and Objectives	47
Compensation Best Practices	47
Pay Elements	48
How We Measure Performance	49
How We Make Compensation Decisions	49
Other Components of Executive Compensation	63
Compensation Governance Matters	64
Talent and Compensation Committee Report	65
Summary Compensation Table	66
Grants of Plan-Based Awards Table	68
Outstanding Equity Awards at 2024 Fiscal Year-End Table	70
Option Exercises and Stock Vested Table	72
Employment Contracts, Termination of Employment, and Change in Control Arrangements	72
Potential Payments Upon a Change in Control and/or Termination	82
2024 CEO Pay Ratio	85
Pay Versus Performance	86
Equity Compensation Plan Information	91
Non-Employee Director Compensation and Benefits	92
Delinquent Section 16(a) Reports	94
Talent and Compensation Committee Interlocks and Insider Participation	94
Compensation Risk Assessment	94

PROPOSAL 2


Advisory Vote to Approve 2024 Executive Compensation
AUDIT MATTERS	97

Report of the Audit Committee	97
Auditor Independence	99

PROPOSAL 3

100


Ratification of Selection of Independent Registered Public Accounting Firm
STOCKHOLDER PROPOSALS	101

PROPOSAL 4

102


Stockholder Proposal — Proposal that Won 49% BKNG Shareholder Support
2026 Stockholder Proposals	105

OTHER MATTERS	107

Other Matters	107
Annual Meeting Information	108

APPENDICES	111

APPENDIX A	112

Unaudited Reconciliation of GAAP to Non-GAAP Financial Information	112
Non-GAAP Financial Measures	115

APPENDIX B	116
Form of Proxy Card	116

2025 PROXY STATEMENT | BOOKING HOLDINGS INC. 1

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APRIL 22, 2025

Dear Stockholders,

For almost three decades Booking Holdings has been transforming travel by deploying innovative technology solutions that connect travelers with the global experiences they seek. Guided by our mission to Make It Easier For Everyone To Experience The World, we continued to break records in 2024 booking over 1.1 billion room nights across our brands, achieving $166 billion in gross bookings, revenues of nearly $24 billion, and generating approximately $8 billion in net cash provided by operating activities and free cash flow.⁽¹⁾ We further solidified our position as a rapidly growing player in homes & alternative accommodations, drove meaningful growth outside of accommodations with nearly 50 million flight tickets booked, and delivered a total shareholder return of 41%, outpacing the NASDAQ.

As I reflect on my 25 years at this company, I am proud of a journey marked by technology advancements, resilience and an unwavering commitment to innovation. From our small beginnings to becoming the leader we are today, we have been steadfast in the belief that by improving the travel experience, we are improving people’s lives.

Looking to the future, I believe that our mission and the reasons for our success today will continue to guide us for the next quarter of a century to remain a leader in travel, committed to bringing more value and innovation to travelers, the partners we work with that empower their experiences, and to the industry at large.

Embracing Technological Transformation

However, we are at a pivotal juncture in the travel industry. The pace of technology innovation today is surpassing anything in history. Generative AI will have profound impacts on the way people search for, book and experience travel. In a world where machine-to-human and machine-to-machine interactions happen in ways like never before, every aspect of our industry will be touched.

While this technological revolution is happening at a torrid pace, we are embracing the challenge head-on. The opportunities we expect these new technologies to bring us in the relatively near future excite and energize all of us.

Our company culture is based on an obsession to make booking travel easier. Our success is rooted in our ability to anticipate and adapt to the evolving needs of travelers and our supplier partners. From pioneering large-scale A/B testing, to the early adoption of mobile applications, to leveraging sophisticated AI machine learning algorithms, we've consistently been at the forefront of technological advancements in the travel industry.

This will accelerate in a GenAI-driven world. Our leaders, data scientists and engineers are leveraging GenAI technology to build solutions to enhance our products and services. For example, we have combined structured data, like pricing and availability, with unstructured data like reviews and natural language search to create a myriad of opportunities to advance new products for travelers, and enhance insights and demand generation for our supplier partners. Also, we are partnering with major players in the GenAI space to take advantage of additional opportunities. For example, Booking.com has launched multiple AI-powered solutions with OpenAI to make travel discovery and planning easier, more intuitive and more personalized.

(1)	See Appendix A for a reconciliation of non-GAAP financial measures.

2025 PROXY STATEMENT | BOOKING HOLDINGS INC. 2

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In an era where technology is advancing at breathtaking speed, we believe some of our competitive advantage lies in our breadth of data and continuous investments to improve our people and process capabilities. I believe our ability to combine data with cutting-edge technological expertise plus the millions of direct relationships we have built with our supplier partners all over the world will be a key differentiator for continued success.

Our teams are hard at work on many fronts, but currently we’re just scratching the surface of our future potential. I envision a world where every aspect of a trip is seamless, automated and personalized, with travelers choosing to manage their trip using a digital travel assistant powered by the data, technology and relationships of the global Booking Holdings organization.

Delivering Value for our Customers

Delivering exceptional value to customers is the cornerstone of enduring business success. We recognize the needs of all of our customers - both travelers and our supplier partners - to foster loyalty and drive differentiation in order to sustain long-term growth. Technology is the linchpin of our ability to create the products and services that keep our customers coming back, and we made meaningful progress on a number of these fronts in 2024.

The Connected Trip is our multi-year vision aimed to: (1) increase the value we bring to travelers by offering more products, services and personalization to their booking experience, and (2) deliver new customers, incremental demand and enhanced services to our partners. We made substantial progress with connected transactions, meaning customers booking more than one travel vertical for a trip, growing significantly year over year in 2024 while also bringing in new customers who chose to buy more products from us. This illustrates our ability to understand what value means to our global customer base.

We’ve built a meaningful and growing global Homes and Alternative Accommodations business, and growth of this business continues to outpace that of our core hotel business, as well as the overall alternative accommodations industry growth rate.

We know this is a product customers want and at the end of 2024, we reached a total of 7.9 million listings in this space.

Travel is a global industry and long-term growth projections for international travel continue to rise, but international travel is not without its complexities, like language difficulties and payment inefficiencies. Through investments over the course of the year, including specific investments in GenAI, we dramatically improved customer service wait and response times in local languages.

In the area of payments, we continued to expand the number of global payment options that we offer. This has provided a meaningful benefit to both travelers and partners, enabling them to pay and receive payment in their preferred methods. During the year we increased the amount of merchant gross bookings on our platform by 27%.

Another improvement over the year came from investments in Booking.com’s loyalty program, Genius, which helped drive more direct and repeat bookings. This, in turn, created opportunities to invest in new marketing channels which drove incremental bookings for our partners.

Advancing the Industry

We believe that the travel industry will continue to be a long-term growth story. Travel is a force for good and history has shown us time and again that people around the world want more travel, not less. However, our industry will always face challenges. Geopolitical conflict, global economic uncertainty, natural disasters and other unexpected exogenous forces are risks which can cause short-term fluctuations in supply and demand.

Nevertheless, the industry has endured and recovered relatively quickly from such challenges in the past, and the companies that invest for the long-term future are the ones that succeed. At Booking Holdings, over the long term, we will continue to strive for strong profit margins while growing our top line. Our goals include driving more repeat business, expanding our customer base and increasing revenue through improved, differentiated products and services. And we expect to do so while returning capital to our stockholders through dividends and share repurchases.

2025 PROXY STATEMENT | BOOKING HOLDINGS INC. 3

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And through it all, we will continue to contribute to the broader travel landscape. The travel industry is a powerful global economic driver, and we strive to ensure that local economies, businesses, and entrepreneurs share in the industry’s success. We provide an open marketplace in which all participants have an opportunity to compete fairly and transparently, and we believe this contributes to a better travel experience for all.

In Closing

We are a leader in our space, and there is a long runway of opportunity in front of us. But we recognize that we must remain agile, adapt, and challenge the status quo. So, we will continue to test and learn quickly, stay humble but hungry, never lose sight of what our customers need, and most importantly, continue to operate our business with integrity while delivering results.

It has been an honor to be a part of this company for 25 years. Our journey has been nothing short of extraordinary due to the tireless work from our employees, our Board of Directors who remain committed to our mission and vision, and of course the stockholders who continue on this journey with us.

Thank you,

Glenn D. Fogel

President and Chief Executive Officer
April 22, 2025

2025 PROXY STATEMENT | BOOKING HOLDINGS INC. 4

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APRIL 22, 2025

Dear Stockholder,

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Booking Holdings Inc. to be held at 11:00 a.m. Eastern Time on Tuesday, June 3, 2025.

You may attend the Annual Meeting, which will be held virtually, by visiting the website www.virtualshareholdermeeting.com/BKNG2025. To ask questions and vote, 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, 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 3.

Sincerely,

Robert J. Mylod, Jr.

Chair of the Board
April 22, 2025

2025 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 2025 Annual Meeting of Stockholders.

DATE AND TIME

Tuesday, June 3, 2025
11:00 a.m. Eastern Time

LOCATION

www.virtualshareholdermeeting.com/BKNG2025

For more information about attending the meeting, see How to Attend the Annual Meeting on page 109

RECORD DATE

The Board of Directors fixed the close of business on April 8, 2025 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:

Election of eleven directors

Advisory vote to approve 2024 executive compensation

Ratification of selection of the independent registered public accounting firm

Non-binding stockholder proposal, if properly presented

FOR
Page 12

FOR
Page 95

FOR
Page 100

AGAINST
Page 102

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/BKNG2025. 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 22, 2025

By order of the Board of Directors

Vijay S. Iyer
Corporate Secretary
Norwalk, Connecticut

This proxy statement and our 2024 Annual Report are also available on our website at https://ir.bookingholdings.com/financials/annual-reports/default.aspx.

2025 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, 2024.

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

Priceline

agoda

KAYAK

OpenTable

FORBES

FORTUNE

TIME

World’s Best
Employers

America’s Best
Companies

SEC Form DEF 14A filed by Booking Holdings Inc.