Booking Holdings Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: BKNG · Form: DEF 14A · Filed: Apr 23, 2024 · CIK: 1075531

Booking Holdings INC. DEF 14A Filing Summary
FieldDetail
CompanyBooking Holdings INC. (BKNG)
Form TypeDEF 14A
Filed DateApr 23, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$21 billion, $4 billion, $7 billion, $10 billion, $10.2B
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Booking Holdings, Shareholder Voting

TL;DR

<b>Booking Holdings Inc. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and corporate governance.</b>

AI Summary

Booking Holdings Inc. (BKNG) filed a Proxy Statement (DEF 14A) with the SEC on April 23, 2024. Filing is a Definitive Proxy Statement (DEF 14A) for Booking Holdings Inc. The report covers the period ending June 4, 2024, filed as of April 23, 2024. The company was formerly known as Priceline Group Inc. and PRICELINE.COM INC. Fiscal year end is December 31. The filing includes detailed executive compensation data related to stock and option awards.

Why It Matters

For investors and stakeholders tracking Booking Holdings Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, allowing them to make informed voting decisions on related proposals. Understanding the details of stock and option awards, as well as their valuation, is key to assessing management's alignment with shareholder interests.

Risk Assessment

Risk Level: low — Booking Holdings Inc. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and any shareholder proposals to inform voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did Booking Holdings Inc. file this DEF 14A?

Booking Holdings Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 23, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Booking Holdings Inc. (BKNG).

Where can I read the original DEF 14A filing from Booking Holdings Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Booking Holdings Inc..

What are the key takeaways from Booking Holdings Inc.'s DEF 14A?

Booking Holdings Inc. filed this DEF 14A on April 23, 2024. Key takeaways: Filing is a Definitive Proxy Statement (DEF 14A) for Booking Holdings Inc.. The report covers the period ending June 4, 2024, filed as of April 23, 2024.. The company was formerly known as Priceline Group Inc. and PRICELINE.COM INC..

Is Booking Holdings Inc. a risky investment based on this filing?

Based on this DEF 14A, Booking Holdings Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

What should investors do after reading Booking Holdings Inc.'s DEF 14A?

Review the executive compensation details and any shareholder proposals to inform voting decisions. The overall sentiment from this filing is neutral.

How does Booking Holdings Inc. compare to its industry peers?

Booking Holdings Inc. operates in the online travel agency sector, providing a platform for booking accommodations, flights, and other travel services.

Are there regulatory concerns for Booking Holdings Inc.?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders.

Industry Context

Booking Holdings Inc. operates in the online travel agency sector, providing a platform for booking accommodations, flights, and other travel services.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders.

What Investors Should Do

  1. Analyze executive compensation packages and voting recommendations.
  2. Review any shareholder proposals and management's response.
  3. Understand the company's governance structure as outlined in the proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for annual meetings and executive compensation, not a comparison to a prior period's financial performance.

Filing Stats: 4,540 words · 18 min read · ~15 pages · Grade level 13.7 · Accepted 2024-04-23 16:13:19

Key Financial Figures

Filing Documents

Executive Compensation Highlights

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

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 IN

Properties

Properties 2024 PROXY STATEMENT | BOOKING HOLDINGS INC. 7 Back to Contents Our 2023 Performance In 2023, we reached a significant milestone with an all-time high of over 1 billion room nights booked on our platforms, and we set new records in gross bookings, revenues, and Adjusted EBITDA. We had the highest operating income among travel companies. In addition, we prioritized returning capital to stockholders by repurchasing approximately $10.2B in shares, representing 140% of cash generated by operating activities in 2023. We are proud that, despite challenges to our global community such as the wars in Ukraine and the Middle East and the impact of inflation, we continued our efforts to make our brands the most trusted and convenient platforms for consumers and partners. GROSS BOOKINGS ROOM NIGHTS $150.6B 24% increase compared to 2022 1,049M 17% increase compared to 2022 REVENUES NET INCOME $21.4B 25% increase compared to 2022 $4.3B 40% increase compared to 2022 adjusted ebitda* YEAR END STOCK PRICE $7.1B 34% increase compared to 2022 $3,547 76% increase compared to year end 2022 * See Appendix A to this proxy statement for a reconciliation of non-GAAP financial measures and rationale for use of non-GAAP financial measures. Corporate Governance Highlights We strive to maintain strong corporate governance practices that are both stockholder friendly and designed to protect and grow long-term stockholder value. Our corporate governance practices include: Current Board Chair is independent Stockholders can call special meetings Lead Independent Director Annual "say-on-pay" vote Stock ownership guidelines for directors and executive officers Longstanding prohibition on hedging or pledging of stock by directors and executive officers 11 of 12 directors are independent Stockholder-approved proxy access Annual director elections (i.e., no classified board) Majority voting in director elections Annual board an

: Gender

Part I: Gender Identity Directors 5 6 1

: Demographic

Part II: Demographic Background Asian 1 1 0 Black or African American 1 1 0 White 3 4 0 Did Not Disclose 0 0 1

Executive Compensation Highlights

Executive Compensation Highlights The Talent & Compensation Committee (the "T&C Committee") relies upon certain fundamental principles in designing the executive compensation program including an emphasis on performance-based pay, aligning executive interests with those of stockholders, and attracting and retaining key talent. In addition, the T&C Committee engages with stockholders and seeks to reflect their feedback in the executive compensation program. The Company received strong stockholder support for say-on-pay in 2023, which we believe reflected the long-term performance and stockholder value-aligned changes implemented after extensive stockholder outreach following the 2022 Say-on-Pay vote outcome. Such changes include a return to performance share units ("PSUs") with three-year targets and the inclusion of an absolute total stockholder return ("TSR") governor on top of the relative total stockholder return ("rTSR") modifier included in 2022 for the long-term incentive program. For 2024, the T&C Committee has incorporated further changes representative of the Company's compensation philosophy including changes to the equity pay mix and cash compensation mix, and individual bonus caps for executive officers. We invite you to read A Letter from the Talent and Compensation Committee to our Stockholders on page 46 for more information. 2023 COMPENSATION MIX (1) (1) Mix is shown at target. Percentages are approximate due to rounding. 2024 PROXY STATEMENT | BOOKING HOLDINGS INC. 10 Back to Contents WE DO: WE DO NOT: Tie pay to performance. Pay dividend equivalents unless the vesting and performance conditions for the underlying equity award are met. Cap the bonus pool from which senior executives' individual cash bonuses are paid. Permit stock option repricing without stockholder approval. Cap individual bonus at two times target for executive officers beginning with the 2024 annual bonus plan. Provide significant executive-only perquisite

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing