Booking Holdings Shareholder Engagement Presentation Deck
Voting Items
1 Election of Directors
Proposal
2 Advisory Vote to Approve 2021 Executive Compensation
3
5
Ratification of Deloitte & Touche LLP as Independent
Registered Public
Stockholder Proposal Requesting Right of Stockholders
4 Holding 10% of our Outstanding Shares of Common
Stock to Call a Special Meeting
Stockholder Proposal Requesting the Board of Directors
Incorporate Climate Change Metrics into Executive
Compensation Arrangements for our Chief Executive
Officer and At Least One Other Senior Executive
|
Board Recommendation
Please vote FOR each of the Board of Directors' nominees
Please vote FOR the Company's Say on Pay
Please vote FOR ratification of Deloitte and Touche LLP for year ending December 31, 2022
Please vote AGAINST this non-binding stockholder proposal
• Our existing 25% threshold to call special meetings strikes the proper balance between enabling
stockholders to initiate corporate action between annual meetings while protecting the Company and its
stockholders. Setting the threshold at 10% would permit a few stockholders who own a small percentage of
the Company's common stock to call a special meeting that may be of limited or no concern to the large
majority of the Company's stockholders, while wasting company resources and diverting management's
attention away from running the business.
Please vote AGAINST this non-binding stockholder proposal
. We established ambitious emissions reduction targets this year and plan to measure and report our
progress against them annually, but the Board requires more time to determine how that may relate to
executive compensation.
IS
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