🧾 What This Document Is

This is a PRE 14A, or Preliminary Proxy Statement. It's not a final document yet, but it's the company's draft notice for its 2026 Annual Meeting of shareholders. The purpose is to give shareholders the information they need to vote on several important company matters.

👉 Why it matters: This document is your "meeting agenda" as a part-owner of Booking Holdings. It tells you what's being voted on, introduces the people running the company, explains how top executives are paid, and lays out proposals for the future.

🏢 What The Company Does

In simple terms... Booking Holdings is the world's largest online travel agency. If you've ever booked a hotel, flight, or rental car online through sites like Booking.com, Priceline, Agoda, KAYAK, or OpenTable, you've likely used their services.

They connect travelers with accommodations, airlines, car rentals, and restaurants in over 220 countries and territories. Their mission is "to make it easier for everyone to experience the world."

💰 Financial Highlights (2025 Performance)

The company reported strong results for 2025:

• Revenue: $26.9 billion (up 13% from the prior year).
• Net Income: $5.4 billion (down 8% from the prior year).
• Adjusted EBITDA: $9.9 billion (a key profit metric, up 20%).
• Room Nights Booked: Over 1.2 billion (up 8% year-over-year).
• Free Cash Flow: $9.1 billion — the cash left after running the business.

👉 The story behind the numbers: While net income dipped slightly (partly due to accounting for investments and taxes), the core business generated tremendous cash and grew profitably. They booked more stays than ever before.

🚀 Key Moves & Strategy: The "Connected Trip" and AI

Management is focused on a long-term vision called the "Connected Trip." The goal is to use technology, especially Generative AI, to seamlessly guide you through every part of your journey—from inspiration and planning to booking and experiencing your trip.

• AI is Central: They are embedding AI into search, customer service, and trip planning to make the experience more personal and efficient.
• Growth in Key Areas: They saw strong growth in Asia and the U.S. and expanded their "alternative accommodations" (like vacation rentals) to 8.6 million listings.
• Loyalty Works: Their "Genius" loyalty program members (over 30% of active users) now account for a high-50% share of room nights, showing these customers are very valuable.

📦 Financial Position & Returning Cash to Shareholders

Booking Holdings is a cash-generating machine and is aggressively returning that cash to its owners (shareholders).

• Share Repurchases: They spent $5.9 billion buying back their own shares.
• Dividends: They paid out $1.2 billion in cash dividends (and recently raised the quarterly dividend by 10%).
• Convertible Note Settlement: They used $1.1 billion to settle convertible debt to avoid diluting shareholders.
• Total Returned: In total, they returned 88% of their annual operating cash flow to shareholders. Since 2022, they've returned over 100% of their free cash flow and reduced their share count by 22%.

👉 What this means: Fewer shares outstanding means each remaining share represents a larger piece of the company, which can boost share value over time.

👥 Board & Governance: Who's Running the Ship?

The board proposes to elect 11 directors. One current director, Lynn Radakovich, is retiring. The board has a mix of internal leaders and independent outsiders with diverse skills.

Key Nominees Include:

• Glenn D. Fogel (CEO & President)
• Robert J. Mylod, Jr. (Independent Chair of the Board)
• Charles H. Noski (Lead Independent Director)
• New nominee Kurt Sievers (former CEO of NXP Semiconductors)
• Other experts in finance, tech, HR, and global business.

Governance Highlights:

• The board is majority independent.
• All key committees (Audit, Compensation, Governance) are made up entirely of independent directors.
• They have a "majority vote" standard for director elections in uncontested races.
• They do not have a "poison pill" or supermajority voting provisions, which are seen as shareholder-unfriendly.

⚖️ Proposals to Vote On

Shareholders will vote on six main items:

1. Election of 11 Directors.
2. Advisory Vote on Executive Compensation ("Say-on-Pay").
3. Ratification of Ernst & Young as the independent accounting firm for 2026.
4. Board Proposal to Amend Corporate Charter to add "officer exculpation," which would protect certain officers from personal liability in some lawsuits, similar to protections directors already have.
5. Stockholder Proposal on Corporate Political Spending – Asks the company to avoid brand damage from political spending.
6. Stockholder Proposal on Business Operations in Illegal Settlements – Asks for a report on risks related to operations in certain disputed territories.

💸 Executive Compensation

The document details a pay-for-performance model for top executives. In 2025, CEO Glenn Fogel's total compensation was $25.2 million (down from $46.3 million in 2024, largely because his 2024 pay included a large one-time equity award).

A significant portion of executive pay is tied to long-term equity awards (stock) that vest over time, which is meant to align their interests with shareholders. The Talent & Compensation Committee directly engages with large shareholders on pay matters.

🔮 What's Next: Guidance and Outlook

While this document doesn't provide specific financial forecasts, the CEO's letter is very optimistic. He believes travel demand remains strong long-term ("travel has consistently grown faster than global GDP") and that Generative AI will be a "powerful catalyst for innovation and growth" for the company.

The focus will remain on executing the "Connected Trip" strategy, investing in AI, growing in key markets, and continuing to return capital to shareholders.

🧠 The Analogy

Booking Holdings is like the central nervous system for the global travel industry. It's not the hotels or airlines themselves, but the massive, intelligent network that connects everything for the traveler. They are now adding a powerful "AI brain" to this network to anticipate needs and make the entire system work more seamlessly, while funneling a huge portion of the energy (cash) it generates back to its owners.

🧩 Final Takeaway

Booking Holdings is a mature, cash-generative industry leader investing heavily in AI to secure its future growth. Management is aligned with shareholders through equity-based pay and is returning vast amounts of capital via buybacks and dividends. The key votes will be on board composition, executive pay, and a strategic amendment to protect officers.