BOOKING HOLDINGS INC. 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 | 14 |
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 | 98 |
AUDIT MATTERS | 99 |
Report of the Audit Committee | 99 |
Auditor Independence | 101 |
PROPOSAL 3 | 102 |
Ratification of Selection of Independent Registered | |
Public Accounting Firm | 102 |
STOCKHOLDER PROPOSALS | 103 |
PROPOSAL 4 | 104 |
Stockholder Proposal - Improve Clawback Policy | |
for Unearned Executive Pay | 104 |
PROPOSAL 5 | 107 |
Stockholder Proposal - Reproductive Rights and | |
Data Privacy | 107 |
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 |
1
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.)
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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.
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.
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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
4
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
5
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 | LOCATION |
Tuesday, June 4, 2024 | www.virtualshareholdermeeting. |
11:00 a.m. Eastern Time | 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:
1 | 2 | 3 | 4 and 5 |
Election of twelve | Advisory vote | Ratification of the | Non-binding |
directors | to approve | appointment of | stockholder |
2023 named | the independent | proposals, if | |
executive officer | registered public | properly presented | |
compensation | accounting firm | ||
FOR | FOR | FOR | AGAINST |
Page 14 | Page 98 | Page 102 | 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 |
To attend the Annual Meeting, visit www. | You may vote online at | You may vote by calling |
virtualshareholdermeeting.com/BKNG2024. | www.proxyvote.com or | 1-800-690-6903, a |
To vote or ask questions during the Annual | by scanning the QR | toll-free telephone |
Meeting, you must have the 16-digit control | code on your proxy | number. |
number included on your proxy card or Notice | card. | |
of Internet Availability of Proxy Materials. |
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 athttps://ir.bookingholdings.com/financials/ annual-reports/default.aspx.
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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
✔
✔
✔
✔
Priceline
✔
✔
✔
✔
agoda
✔
✔
✔
✔
KAYAK
✔
OpenTable
✔
World's Best | World's Most | |
Employers | Admired Companies | World's Best |
America's Best | Fortune 500 List | Companies |
Midsize Employers | ||
FORBES | FORTUNE | TIME |
220+ | 40+ | ~3.4M |
Countries and Territories | Languages | Properties |
7
PROXY SUMMARY
Our 2023 Performance
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 BOOKINGSROOM NIGHTS
$150.6B | 1,049M |
24% increase compared to 2022 | 17% increase compared to 2022 |
REVENUES | NET INCOME |
$21.4B | $4.3B |
25% increase compared to 2022 | 40% increase compared to 2022 |
ADJUSTED EBITDA* | YEAR END STOCK PRICE |
$7.1B | $3,547 |
34% increase compared to 2022 | 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
- Lead Independent Director
- Stock ownership guidelines for directors and executive officers
- 11 of 12 directors are independent
- Annual director elections (i.e., no classified board)
- Annual board and committee self-evaluation
- Stockholders can act by written consent in lieu of a meeting
- Stockholders can call special meetings
- Annual "say-on-pay" vote
- Longstanding prohibition on hedging or pledging of stock by directors and executive officers
- Stockholder-approved proxy access
- Majority voting in director elections
- No supermajority voting provisions
- No poison pill/rights plan
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Disclaimer
Booking Holdings Inc. published this content on 23 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2024 21:55:07 UTC.
