Booking Holdings Shareholder Engagement Presentation Deck slide image

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 15
View entire presentation