Good morning, and welcome to the Booking Holdings 2024 Annual Meeting of Stockholders. I would now like to turn the call over to Bob Mylod, Chair of the Board of Directors of Booking Holdings.
Good morning, and welcome to the 2024 Annual Meeting of Stockholders of Booking Holdings. I'm Bob Mylod, Chair of the Board of Directors of Booking Holdings. Thank you for joining us today. As is our custom, we will conduct the formal stockholder meeting first. After the formal meeting is concluded, Glenn Fogel, the company's CEO, will comment on the company's business and will then answer questions. We refer you to our proxy statement for information regarding the proposals we are considering today and instructions regarding how to vote. We also refer you to the rules of conduct available on the web portal, which provide additional details regarding the conduct of the meeting and the Q&A period. This meeting is now officially called to order.
If you have your Control Number and have not voted or would like to change your vote, the polls are now open, and you may proceed to vote through the web portal by clicking on the voting button and following the instructions there. If you have already voted and do not want to change your vote, you do not need to vote again. After the proposals have been presented, the polls will close. Also, if technical difficulties arise, we ask that you remain on the line or reconnect if you are disconnected for 15 minutes. If the meeting is unable to resume after 15 minutes, the matters to be voted on will be deemed to be properly before the meeting.
The polls will be closed, all votes received prior to the closing of the polls will be counted, and the meeting will be automatically adjourned and will not be reconvened. I'd now like to take a moment to introduce the other nominees for election to the company's board of directors at this meeting, each of whom is present. Glenn Fogel, the company's President and Chief Executive Officer, Mirian Graddick-Weir, Chair of the Board's Talent and Compensation Committee, Kelly Grier, Wei Hopeman, Chuck Noski, Chair of the Board's Corporate Governance Committee and Lead Independent Director, Larry Quinlan, Chair of the Cybersecurity Committee of the Audit Committee, Nick Read, Tom Rothman, Sumit Singh, Lynn Vojvodich Radakovich, and Vanessa Wittman, Chair of the Board's Audit Committee. We are here today... We are joined here today by Deloitte & Touche, our independent auditors.
Doug Pitsch, the lead audit partner, is available to respond to appropriate questions. Broadridge Financial Solutions has been appointed to serve as Inspector of Election for this meeting. Ms. Beth Vanderbeck is with us today and has taken the oath of Inspector of Election. At this point, I'd like to take a moment to summarize today's agenda. First, we will describe and then present for a vote each of the proposals under consideration at this meeting. Second, we will provide time for you to ask questions or make comments about those proposals. Third, the polls will then close. Depending upon tabulation by Broadridge and the number of votes cast during the meeting, we may report the preliminary results of the vote. Final vote totals will be filed with the SEC on a Form 8-K within the required time period. Fourth, the formal meeting will then be adjourned.
Fifth, we will then hear from Glenn Fogel, the company's CEO, after which we will respond to appropriate questions that meet the rules of conduct for the meeting. The question and answer period will conclude at noon Eastern Time or earlier if there are no remaining questions. At this point, I would like to turn the meeting over to Vijay Iyer, Booking Holdings Corporate Secretary.
Thank you, Bob. I will now address a few administrative items. Speakers today may make forward-looking statements. These forward-looking statements reflect the views of the speakers regarding current expectations about future events. They are not guarantees of future performance, decisions, or actions, and are subject to risks and uncertainties, including those set forth in the company's periodic reports filed with the SEC. The board of directors fixed April ninth, two thousand and twenty-four, as the record date for determining stockholders entitled to vote at this meeting.
An affidavit has been delivered, attesting to the fact that either, one, a notice of internet availability of the notice of the meeting, the proxy statement, and the 2024 annual report to stockholders, or two, the documents themselves were mailed on or about April 23rd, 2024, to all stockholders as of the record date and will be incorporated into the minutes of this meeting. As of the record date, there were 34,033,361 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Election that there are represented in person or by proxy, shares of common stock representing 30,443,261 votes, or approximately 89% of the outstanding voting power on the record date.
Since this represents more than a majority of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting businesses. The list of stockholders eligible to vote at this meeting is available to stockholders on the web portal. Now that we've dealt with those administrative issues, I'll describe the proposals to be voted on at this meeting, all of which are described in the proxy statement provided to stockholders and available on the meeting web portal. The polls are open. If you have your control number and have not voted or would like to change your vote, you may vote by clicking on the voting button in the voting portal and following the instructions there. If you have already voted and do not want to change your vote, you do not need to vote again.
After the proposals have been presented, the polls will close. The first item of business is the election of directors. In accordance with the bylaws, the number of directors to be elected at this meeting has been fixed by the board at twelve. The board's nominees for director for the ensuing year, or until their successors are duly elected and qualified, are listed in the proxy statement. They are: Glenn Fogel, Mirian Graddick-Weir, Kelly Grier, Wei Hopeman, Bob Mylod, Chuck Noski, Larry Quinlan, Nick Read, Tom Rothman, Sumit Singh, Lynn Vojvodich Radakovich, and Vanessa Wittman. The board recommends that stockholders vote for each of the director nominees. The nominees for election to the board are formally submitted for stockholder vote. The second item of business is concerning a non-binding advisory vote on the company's 2023 executive compensation.
The Board recommends that stockholders vote for approval on an advisory, non-binding basis of the company's 2023 executive compensation. Proposal 2 is formally submitted for stockholder vote. The third item of business is the ratification of the selection of Deloitte & Touche LLP as the company's independent auditors for the year ending December 31, 2024. Doug Pitsch of Deloitte & Touche is present at this meeting and is available to respond to appropriate questions from stockholders. The Audit Committee of the Board has approved the selection of Deloitte & Touche LLP as the company's independent auditors for 2024, and the Board recommends that stockholders ratify that selection by voting for Proposal 3. Proposal 3 is formally submitted for stockholder vote. The fourth item of business is a non-binding stockholder proposal by Mr.
John Chevedden, requesting an amendment to the company's clawback policy. Mr. Chevedden is on the line and will now present his proposal. Operator, please open Mr. Chevedden's line. Mr. Chevedden, you may now proceed to present your proposal.
Hello, this is John Chevedden. Proposal four: Improve clawback policy for unearned executive pay. Shareholders ask the board of directors to amend the company policy on recoupment of incentive pay to apply to each named executive officer and state that conduct or negligence, not merely misconduct, shall trigger mandatory application of that policy. Also, the board shall report to shareholders in each annual meeting proxy, the results of any deliberations about whether or not to cancel or seek recoupment of unearned compensation paid, granted, or awarded to named executive officers under this policy. There shall be at least a full web address of the complete clawback policy in each annual meeting proxy. This is a stronger clawback policy than the policy Booking Holdings recently adopted. Wells Fargo offers a prime example of the need for a strong policy.
After the 2016 congressional hearings, Wells Fargo agreed to pay $185 million to resolve claims of fraudulent sales practices. The Wells Fargo board of directors then moved to claw back $136 million from two top executives. Wells Fargo unfortunately concluded that the CEO had only turned a blind eye to the practice of opening fraudulent accounts and that there would be no recoupment in spite of Wells Fargo paying a $185 million penalty. The Ohio nuclear bribery scandal is another example of the need for a strong clawback policy.
Speaker of the House, Speaker of the Ohio House of Representatives, Matt Borges, and three others were accused in July 2020 of accepting $60 million in bribes from the utility FirstEnergy in exchange for a $1.3 billion worth of benefits in the form of Ohio House Bill 6, what became known as the Ohio nuclear bribery scandal. FirstEnergy's stock price plummeted. In July 2021, the US Attorney for the Southern District of Ohio announced that FirstEnergy would be fined $230 million for its part in the scandal. Please vote yes for a stronger clawback policy. Proposal 4.
Thank you, Mr. Chevedden. The board recommends that stockholders vote against this proposal. Proposal number four is formally submitted for stockholder vote. The fifth item of business is a non-binding stockholder proposal submitted by Arjuna Capital on behalf of Warren Wilson College, requesting the company produce a report regarding reproductive rights and data privacy. Julia Cederholm of Arjuna Capital, on behalf of Warren Wilson College, is on the line and will now present their proposal. Operator, please open Ms. Cederholm's line. Ms. Cederholm, you may now proceed to present your proposal.
Good morning. My name is Julia Cederholm from investment management firm, Arjuna Capital. I move Proposal five, asking Booking to minimize the reputational risks associated with abortion-related law enforcement requests. Since the Dobbs decision overturned women's constitutional abortion rights, many investors have become concerned about how company data is being used to support law enforcement strategies to prosecute women who have received or aided with an abortion, even when the procedure was conducted in a state where abortion remains legal. As abortion-related travel has become increasingly common, we are concerned that Booking, the leading provider of travel services, may be a primary target of abortion-related law enforcement data requests that support with prosecution. In the first half of 2023 alone, over 92,000 people traveled across state lines to obtain an abortion. That's nearly 20% of all abortions received during this time.
As abortion-related travel has increased, so has state and county regulation aiming to prevent this from happening, with several passing laws making it illegal to aid or abet women traveling for abortions. Civil litigation is also being used to investigate and prosecute women who travel out of state to obtain an abortion. Fulfilling abortion-related data requests exposes Booking to significant reputational risk, given the majority of Americans support abortion access. Over the last two years, several companies received significant public backlash when it was discovered they had fulfilled abortion-related data requests. Infamously, in 2022, Meta Platforms fulfilled a data request from the Nebraska Police Department for private Facebook messages between a mother and daughter discussing an abortion. This action resulted in two women facing criminal charges and significant negative press. To mitigate this risk, Booking must first and foremost protect the privacy of its customers' data.
There are several best practices that Booking could implement to protect itself from this reputational risk. These include additional policies and practices, such as limiting the quantity of customer data it collects and stores, properly scrutinizing data requests, and only complying with law enforcement requests when legally obligated. We urge you to support Proposal Five to improve data handling practices so that Booking does not expose itself to the reputational risk associated with fulfilling abortion-related data requests. Thank you.
Thank you, Ms. Cederholm. The board recommends that stockholders vote against this proposal. Proposal number five is formally submitted for stockholder vote. Bob, back to you.
Thank you, Vijay. At this time, if any stockholder would like to make a comment or has a question regarding a proposal, please submit your comment or question through the question box on the web portal. We are only addressing questions on the proposals. There will be time later for other questions. Leslie Cafferty, our Head of Communications, will now present the questions.
Thank you, Bob. It doesn't seem we have any questions submitted related to the proposals. Okay, back to you, Vijay.
Thanks, Leslie. The proposals have been presented to the meeting, and the polls are now closed. Mr. Chair, we've been informed by the Inspector of Election that the preliminary vote report shows that the nominees for election to the board have been duly elected. The advisory vote regarding compensation of the named executive officers for 2023 has passed. Deloitte & Touche LLP was ratified as the company's independent auditor for the fiscal year ending 2024. The stockholder proposal requesting to amend the company's clawback policy did not pass, and the stockholder proposal regarding reproductive rights and data privacy did not pass. We will be reporting the final vote results in Form 8-K to be filed with the SEC.
Thank you, Vijay. The meeting is now formally adjourned. At this point, Glenn Fogel, the company's President and Chief Executive Officer, will give some brief comments. After Glenn's comments, we'll have time to answer appropriate questions.
Thank you, Bob. Good morning. I am pleased to be speaking to you about a month after reporting a strong start to the year with our first quarter results, which exceeded our expectations. Looking back at the full year of 2023, I am proud of our efforts to drive more benefits to our travelers and supply partners, while also delivering record-setting, industry-leading financial results. We reached a significant milestone last year with our customers booking an all-time high of over 1 billion room nights on our platforms, which was an increase of 17% versus 2022. In 2023, we reached a new revenue record of over $21 billion, which was 25% higher than 2022. We achieved this strong top-line result while improving our profitability with record Adjusted EBITDA of $7.1 billion, an increase of 34% versus 2022.
Our adjusted earnings per share of about $152 increased 52% year-over-year. Information regarding reconciliation of non-GAAP results to GAAP results can be found in our earnings release on our investor relations website. Across all of our key metrics in 2023, we were a meaningfully larger and faster-growing business than we were in 2019. Our ambition going forward, in a normalized growth environment for the travel industry, is to continue to grow our gross bookings, revenue, and earnings per share faster than we did in 2019. We are confident we will achieve these objectives because we have invested in building a stronger business and better product offerings for our travelers and partners than we had back then.
With our long-term positive outlook, solid financial performance, and strong balance sheet, we returned over $10 billion to shareholders during 2023 by repurchasing our shares. Returning capital to shareholders will remain a high priority for the company going forward, and in February this year, we took another important step in that journey by initiating our first quarterly dividend. In addition to our strong financial results and capital return, we have made meaningful progress against our key strategic priorities, which include building towards our Connected Trip vision, expanding our merchant offering at Booking.com, developing our AI capabilities, and enhancing our Genius loyalty program. These initiatives all fit together in our ongoing effort to deliver a much better experience for our travelers while also benefiting our supplier partners. On the Connected Trip-...
We continue to work towards our long-term vision to make planning, booking, and experiencing travel easier, more personal, and more enjoyable, while delivering better value to our travelers and supplier partners. The Connected Trip vision aims to greatly improve the experience for consumers, which we believe will drive improved loyalty, increased direct bookings, higher frequency, and a greater share of total travel spend on our platform over time. We are pleased with the continued development of flights at Booking.com, which was the primary driver of the 58% increase in total air tickets booked across all of our platforms in 2023. We continue to see a healthy number of new customers to Booking.com through the flight vertical, and are encouraged by the rate that these customers and returning customers see the value of the other services on our platform.
Winning a traveler's business is never easy because of the high level of competition in our industry. But we are pleased to see that by providing a better way to do it, less friction, better value, and a broader selection and great customer service, we are building a customer base that is more likely to choose us. Overall, we believe we have made great progress in building towards our Connected Trip vision, and we are starting to see some early signs of the benefits. We're encouraged to see strong growth in transactions that are connected to another booking from a different travel vertical in a trip. These connected transactions increased by just over 50% year-over-year in the first quarter of 2024, though this growth is off of last year's small base.
We believe by providing more value and a better overall experience, travelers may choose to book more trips with us and have a higher likelihood of booking directly with us in the future. In order to achieve the easier and more personalized experience of the Connected Trip, we have always envisioned AI technology playing a central role. We believe that we are well-positioned to leverage this technology, given we have built strong teams of AI experts and gained valuable experience from using AI extensively for many years. In addition, we have proprietary data that can be used to train specific use case models or fine-tune large AI models, and have the resources and scale required to build AI-powered offerings.
Our teams continue to work hard to integrate generative AI into our offerings in innovative ways, and we will continue to learn from traveler interactions with these tools and further enhance our offerings over time. Turning to our supply partners, the success of our business is built on a mutually beneficial and balanced partnership with our millions of hotels, alternative accommodations, and other supplier partners around the world. We strive to be a trusted and valuable partner for all accommodation types on our platform, the majority of which are small, independent businesses. One area in which we work with many small independent businesses is through our alternative accommodation offering at Booking.com. We saw room night growth of 24% in 2023, which was faster than our traditional hotel category.
We believe that improving the competitiveness and profitability of our smaller partners across all property types contributes to the long-term economic health of our sector. In conclusion, I am encouraged by the continued long-term resilience of leisure travel demand. We continue our work to deliver a better offering and experience for our supply partners and our travelers. We remain confident in our long-term outlook for the travel industry. We are positive about our future, and we believe we are well-positioned to deliver attractive growth across key metrics in the coming years. I want to thank our partners, our customers, our dedicated employees, and our stockholders. We appreciate your support as we continue to build on the long-term vision for our company. We will now take appropriate stockholder questions. We will attempt to answer as many questions as time allows.
As a reminder, we will only address appropriate questions that meet the rules of conduct for the annual meeting. Also, any appropriate questions that we do not get to will be answered and posted as soon as practical to the company's website. The answers will remain on the site until June 30, 2024.
We will address questions submitted today through the web portal. Note that in the event of substantially similar questions, we will present one for discussion. Our first question today, the company has in place a director resignation bylaw that provides the board post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be reelected. Does the bylaw undermine the voting rights of shareholders by allowing the board to have the final say on the unelected director status?
Thank you, Leslie, for that question. We have market standard bylaws and corporate governance practices adopted by our independent board of directors.
Thank you, Glenn. The next question: What factors are considered in making share buybacks?
Thank you, Leslie, for that question. And as I remarked in my previous points, we're very proud of our return of capital to our stockholders. Our policy is always to try and first look, how can we invest our capital to best build the company organically? What can we invest to help make this a more valuable company? Then we are looking at, are there inorganic ways? Are there ways to bring in other companies, other teams, ways to help build the value of this company? And then upon looking at that, we see how can we return capital back to our stockholders. We have a long history of doing a good job at that, and I'm very pleased to have initiated the dividend in February.
I believe we are on the right track with this, and I believe it has produced a great value for our stockholders.
Thank you, Glenn. We have now addressed all the appropriate questions submitted through the web portal.
Thank you, Leslie. I'd like to thank each of you for attending our annual stockholder meeting today. I'd also like to thank our board of directors, our employees, our travel partners, and our customers. We appreciate your support as we continue to build on the long-term vision for our company.
Thank you for attending the Booking Holdings 2024 Annual Meeting of Stockholders. The meeting has now concluded. You may disconnect.