BOOKING HOLDINGS INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
A more complete description of the terms of the 1999 Omnibus Plan can be found
in the Company's definitive proxy statement, filed with the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
As disclosed in the Company's 2021 Proxy Statement, the Board planned to approve
amendments to the Company's Amended and Restated By-Laws in connection with the
approval of the Amendment to provide for accompanying procedural safeguards
governing the use of action by written consent (the "Amended By-Laws"). On
The Amended By-Laws provide for procedural safeguards governing the use of action by written consent, including: (i) a request for action by written consent must include the same information as would be required to propose a matter to be acted upon at a stockholder meeting, including a reasonably brief description of the business desired to be acted upon, and the text of the proposal or business; (ii) a request for action by written consent must include the requesting stockholder's name and address, the class, series and number of shares of capital stock of the Company held by such stockholder and include a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with such business, and any material interest of such stockholder in such business; (iii) written consents must be solicited from all stockholders; (iv) consents signed by a sufficient number of stockholders to take such action must be delivered to the Company within a 60-day time period starting from the date of the earliest dated consent that is delivered to the Company in the manner required by the Restated Certificate of Incorporation and the Amended By-Laws; and (v) the written consent process is not available for matters that would not be a proper subject for stockholder action, or would be in violation of applicable law.
A more complete description of the Amendment can be found in the Company's 2021 Proxy Statement. The foregoing descriptions of the Amendment and the Amended By-Laws are qualified in their entirety by reference to the text of the Certificate of Amendment and the Amended By-Laws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8K and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Stockholders of the Company was held virtually on
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1.The stockholders of the Company elected all of the Company's nominees for election to the Board of Directors to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified. The votes were as follows: Nominee Votes For Votes Against Abstentions Broker Non-Votes Timothy M. Armstrong 34,108,834 151,910 - 1,433,792 Glenn D. Fogel 34,191,372 69,372 - 1,433,792 Mirian M. Graddick-Weir 33,961,375 299,369 - 1,433,792 Wei Hopeman 34,187,622 73,122 - 1,433,792 Robert J. Mylod, Jr. 30,252,527 4,008,217 - 1,433,792 Charles H. Noski 34,093,102 167,642 - 1,433,792 Nicholas J. Read 34,115,507 145,237 - 1,433,792 Thomas E. Rothman 34,190,131 70,613 - 1,433,792 Bob van Dijk 32,441,328 1,819,416 - 1,433,792 Lynn M. Vojvodich 34,086,930 173,814 - 1,433,792 Vanessa A. Wittman 34,019,677 241,067 - 1,433,792
2.A proposal to approve on an advisory basis the compensation paid by the Company to its named executive officers was approved as follows: Votes For:
31,126,739
Votes Against: 3,078,797
Abstentions: 55,208
Broker Non-Votes: 1,433,792
3.A proposal to amend the Company's 1999 Omnibus Plan was approved as follows:
Votes For: 32,998,004
Votes Against: 1,223,800
Abstentions: 38,940
Broker Non-Votes: 1,433,792
4.A proposal to ratify the selection of
33,359,833
Votes Against: 2,313,736
Abstentions: 20,967
Broker Non-Votes: -
5.A management proposal to amend the certificate of incorporation to allow stockholders the right to act by written consent was approved as follows: Votes For:
31,214,089
Votes Against: 902,009
Abstentions: 2,144,646
Broker Non-Votes: 1,433,792
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6.A non-binding stockholder proposal requesting the right of stockholders to act by written consent was not approved as follows: Votes For:
14,919,712
Votes Against: 19,228,466
Abstentions: 112,566
Broker Non-Votes: 1,433,792
7.A non-binding stockholder proposal requesting the Company issue a climate
transition report was approved as follows:
Votes For: 19,236,990
Votes Against: 14,843,034
Abstentions: 180,720
Broker Non-Votes: 1,433,792
8.A non-binding stockholder proposal requesting the Company hold an annual advisory stockholder vote on the Company's climate policies and strategies was not approved as follows: Votes For:
11,675,163
Votes Against: 19,479,166
Abstentions: 3,106,415
Broker Non-Votes: 1,433,792
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
3.1 Certificate of Amendment of the Restated Certificate of Incorporation, dated as
of June 4, 2021 .
3.2 Amended and Restated By-Laws of Booking Holdings Inc. , dated as of June 4, 2021 .
99.1 1999 Omnibus Plan, as amended and restated effective June 3, 2021 .
104 Cover Page Interactive Data File - the cover page interactive data file does not
appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document.
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