Booking Holdings Amends By-Laws, Strengthens Governance

Booking Holdings Inc. (BKNG) recently announced that its board of directors has approved updates to the company’s by-laws. This strategic move aims to enhance the company’s corporate governance framework and align it with best practices, specifically by incorporating a proxy access provision.

The newly adopted by-law allows a shareholder, or a group consisting of up to 20 shareholders, to nominate individuals for election to the board of directors. To qualify, this shareholder or group must collectively own 3% or more of the company’s outstanding common stock continuously for at least three years. Under this provision, they can nominate up to two individuals or 20% of the board, whichever amount is greater, for inclusion in the company’s proxy materials for the annual meeting.

This update addresses a shareholder proposal that was presented in Booking Holdings’ 2023 proxy statement. The proposal received majority support from votes cast at the company’s Annual Meeting of Stockholders on June 29, 2023. Following this outcome, the Board had committed to integrating a proxy access by-law after the Annual Meeting. In addition to the proxy access, the updated by-laws also include other clarifying and conforming changes, further strengthening the company’s governance structure.

Key Points
* Maximum number of shareholders in a group for proxy access: 20
* Minimum ownership percentage for proxy access: 3% of outstanding common stock
* Minimum continuous ownership period for proxy access: 3 years
* Maximum number of individuals nominated via proxy access: Up to two or 20% of the board (whichever is greater)
* Year of relevant proxy statement: 2023
* Date of Annual Meeting of Stockholders: June 29, 2023

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