Booking (NASDAQ:BKNG) Holdings shareholders approved all management-backed proposals and rejected two shareholder resolutions during the company’s 2026 annual meeting, according to preliminary voting results presented at the meeting.
Caitlin Kobialka, Booking Holdings’ corporate secretary, said the company had a quorum, with shares representing approximately 669.6 million votes present in person or by proxy, or about 86.04% of the outstanding voting power as of the April 7, 2026 record date. Final vote results will be reported in a Form 8-K filing with the Securities and Exchange Commission, she said.
Board nominees elected, auditor ratified
Stockholders also approved, on an advisory basis, the company’s 2025 executive compensation and ratified Deloitte & Touche LLP as Booking Holdings’ independent auditor for the fiscal year ending Dec. 31, 2026. In addition, shareholders approved an amendment to the company’s restated certificate of incorporation to provide for officer exculpation.
Shareholder proposals fail
Two shareholder proposals did not pass. The first, presented by private investor John Chevedden, asked Booking Holdings to publish an annual report on corporate political spending, including policies, procedures, recipients and amounts tied to election-related spending. Chevedden argued that greater disclosure would help investors assess whether political spending aligns with company policies and values.
“A company’s reputation, value, and bottom line can be adversely impacted by political spending,” Chevedden said. The board recommended that shareholders vote against the proposal.
The second shareholder proposal, submitted by Ekō on behalf of Leah Langdon Revocable Trust, requested a report describing how Booking Holdings identifies and responds to human rights risks related to business operations in illegal settlements. In a prerecorded presentation, Ben Cohen, co-founder of Ben & Jerry’s, criticized Booking.com listings in Israeli settlements in the occupied West Bank and said the proposal was “modest” if the board was confident in its processes. The board also recommended a vote against that proposal.
CEO highlights 2025 performance
After the formal meeting, Glenn Fogel, Booking Holdings’ president and chief executive officer, said travel demand remained resilient in 2025 despite volatility in global markets and uncertainty tied to geopolitical developments, including the Middle East conflict.
Fogel said Booking Holdings delivered more than 1.2 billion room nights in 2025, up 8% year over year. Gross bookings increased 12%, revenue rose 13%, adjusted EBITDA increased 20% to more than $9.9 billion, adjusted EBITDA margin expanded 193 basis points to 36.9%, and adjusted earnings per share increased 22%. He said GAAP reconciliations are available in the company’s earnings release on its investor relations site.
Fogel also said the company’s transformation program, launched in November 2024, contributed to margin expansion and enabled approximately $550 million in annual run-rate savings by the end of 2025, at the high end of prior guidance. He added that Booking Holdings returned $8.2 billion to shareholders last year, supported by free cash flow generation and its balance sheet.
Growth priorities: U.S., Asia, connected trip and AI
Fogel said Booking Holdings continued to advance strategic priorities including growth in the U.S. and Asia, progress on the “connected trip” strategy and development of AI-powered capabilities across its platforms.
In the U.S., Fogel said room night growth accelerated during 2025, driven by domestic demand and momentum in the company’s business-to-business operations. In Asia, he said the company benefited from strong travel demand and increased cross-border travel activity, while combining Booking.com’s global scale with Agoda’s localized expertise.
Fogel said connected transactions, defined as travelers booking more than one travel vertical with the company for the same trip, grew in the “high 20% range” and represented a low double-digit percentage of Booking.com’s total transactions. He said the Genius loyalty program remained an important part of that strategy, with level two and level three Genius travelers representing more than 30% of Booking.com’s active customer base and accounting for a “high 50%” share of Booking.com room nights in 2025.
On artificial intelligence, Fogel said Booking Holdings rolled out agentic AI capabilities across its brands in 2025 to help customers discover and plan trips, make booking decisions and receive support. He said the company is also using AI to improve operational efficiency and is working with companies including OpenAI, Google, Anthropic, Amazon and Microsoft.
Q&A focuses on competition and changing travel behavior
In response to a shareholder question about competition from hotel chains and airlines pushing direct bookings and loyalty programs, Fogel said travel has “always been very competitive” and argued Booking Holdings can differentiate itself by offering a more seamless experience across multiple parts of a trip.
“No individual supplier, partner, being a hotel or an airline, car rental, none of them by themselves can do what we believe we will be doing in the connected trip,” Fogel said.
Asked about shifts in consumer travel behavior, Fogel pointed to the growth of alternative accommodations. He said Booking.com expanded into homes, apartments, condos and villas after seeing changing customer demand, and that alternative accommodations now account for slightly more than one-third of Booking.com room nights.
About Booking (NASDAQ:BKNG)
Booking Holdings Inc is a global online travel company that operates a portfolio of consumer brands and technology platforms that facilitate the search for and booking of travel services. The company’s businesses focus on accommodations, transportation and related travel services through consumer-facing websites and apps as well as partner distribution channels. Booking Holdings was originally founded as Priceline in the late 1990s and adopted the Booking Holdings name in 2018; it is headquartered in Norwalk, Connecticut.
Its core offerings include online reservations for hotels, vacation rentals and other lodging; flight and car rental search and booking; and ancillary services that support travel planning and on-property experiences.
