Good morning, and welcome to the Booking Holdings 2025 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 2025 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 has 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 minute 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; Miriam Gradick Weir, chair of the board's talent and compensation committee; Kelly Greer; Charles Nosky, chair of the board's corporate governance committee and lead independent director; Larry Quinlan, chair of the cybersecurity subcommittee of the audit committee; Nick Read; Tom Rothman; Sumit Singh; Lynn Voivodich-Vrdakovich; Vanessa Whitman, chair of the board's audit committee. We are joined here today by Deloitte and Touche, our independent auditors. Doug Fiete, the lead audit partner, is available to respond to appropriate questions. Broadridge Financial Solutions has been appointed to serve as director 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 votes will be filed with the SEC on a Form 8-K within the required time period. Fourth, the formal meeting will then be adjourned. Finally, 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 8, 2025, 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 2025 annual report to stockholders, or two, the documents themselves were mailed on or about April 22, 2025, 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 32,640,888 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 28,720,937 votes, or approximately 88% 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 business. The list of the 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 statements 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 11. 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 D. Fogel, Miriam M. Gradick Weir, Kelly Greer, Robert J. Mylod Jr., Charles H. Nosky, Larry Quinlan, Nicholas J. Reed, Thomas E.
Rothman, Sumit Singh, Lynn Voivodich-Vrdakovich, and Vanessa A. Whitman. 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 2024 executive compensation. The board recommends that stockholders vote for approval on an advisory non-binding basis of the company's 2024 executive compensation. Proposal number two is formally submitted for stockholder vote. The third item of business is the ratification of the selection of Deloitte and Touche LLP as the company's independent auditors for the year ending December 31, 2025. Doug Fiete of Deloitte and 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 and Touche LLP as the company's independent auditors for 2025, and the Board recommends that stockholders ratify that selection by voting for Proposal Number Three. Proposal Number Three is formally submitted for stockholder vote. The fourth item of business is a non-binding stockholder proposal submitted by Mr. John Chevenin requesting a non-binding stockholder vote regarding a proposal that won 49% BKNG shareholder support. Mr. Chevenin is on the line and will now present his proposal. Operator, please open Mr. Chevenin's line. Mr. Chevenin, you may now proceed to present your proposals.
Hello, this is John Chevenin. Proposal four, special shareholder meeting proposal that won 49% Booking Holdings shareholder support. Shareholders ask the board of directors to take the steps necessary to amend the governing documents to give the owners of a combined 10% of the outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting. An improved shareholder right to call for a special shareholder meeting as called for in this proposal can help make shareholder engagement meaningful. An improved shareholder right to call for a special shareholder meeting will help ensure that Booking Holdings board and management engages with shareholders in good faith because shareholders will have a viable plan B by calling for a special shareholder meeting. This proposal topic won 49% shareholder support at the 2022 Booking Holdings annual meeting.
This 49% vote was especially impressive because this proposal had to swim upstream against the Booking Holdings 22-page Madison Avenue type promotional material 10 days before the annual meeting that highlighted voting against the special meeting proposal that still won 49% support. There is no concern that allowing 10% of shares to call for a special shareholder meeting is too easy. It's almost unheard of for any special shareholder meeting called for by shareholders to occur at any company, even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting. The reason to have this right is that with this right in place, more companies are more likely to engage productively with their shareholders because shareholders have an alternative ability to call for a special shareholder meeting.
On the other hand, with the widespread use of online shareholder meetings, it's much easier for a company to conduct a special shareholder meeting for important business matters, and Booking Holdings bylaws need to be updated accordingly. Please vote yes to special shareholder meeting proposal at 49% Booking Holdings shareholder support. Proposal four.
Thank you, Mr. Chevenin. The Board recommends that stockholders vote against this proposal. Proposal number four is formally submitted for stockholder vote.
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.
Stockholder proposals. So back to you, Vijay.
Thank you, 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 2024 passed. Deloitte and Touche was ratified as the company's independent auditor for the fiscal year ending 2025. The stockholder proposal requesting a non-binding stockholder vote regarding the proposal that won 49% of BKNG shareholder support did not pass. We will be reporting the final vote results in a Form 8K to be filed with the SEC. Back to you, Bob.
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, and after Glenn's comments, we'll have time to answer appropriate questions.
Thank you, Bob. Good morning. It's great to be with you just weeks after sharing our strong first quarter results. This year marks my 25th anniversary at Booking Holdings. From our beginnings as a small online startup to becoming a global leader in travel, we've remained committed to our mission to make it easier for everyone to experience the world. That mission continues to guide a focus on innovation, resilience, and delivering real value, grounded in the belief that better travel leads to better lives and a better world. Looking ahead, the same principles: customer centricity, innovation, and cost discipline that got us here will guide us forward. This is an incredible time to be a technology leader in travel, and I've never been more excited about what's ahead. Before diving into strategy, let's take a look at our 2024 performance.
We delivered strong results while enhancing value for both travelers and supply partners. In 2024, we booked over 1.1 billion room nights across our platforms. We also reached new financial milestones: revenue of nearly $24 billion, up 11% year-over-year, adjusted EBITDA of over $8 billion, an increase of 17%, and adjusted earnings per share of over $187, up 23%. Details on GAAP reconciliation are available in our earnings release on the investor relations site. Our long-term ambition in a normalized travel environment is to grow our annual constant currency gross bookings and revenue by at least 8% and constant currency adjusted earnings per share by at least 15%. I'm thrilled to say that we exceeded these growth targets in 2024. On capital returns, we returned over $7 billion to shareholders last year.
Capital return remains a priority, and in early 2025, we announced a new $20 billion share repurchase authorization and a 10% increase in our quarterly dividend per share. Our momentum extended well beyond the numbers. We made progress on key strategic priorities: advancing the connected trip, scaling merchant offerings, growing AI capabilities, and broadening supply. These efforts work together to create a better, more seamless experience for travelers and more value for our partners. Let me highlight a few areas. The connected trip is our long-term vision to provide more value to our customers and simplify the planning, booking, and travel experience. Our goal is to make it more personalized, seamless, and enjoyable, driving value for travelers and partners alike. Done well, this approach drives more loyalty, more direct bookings, and a greater share of travel spend.
Our merchant model and loyalty program are key to realizing our connected trip vision. Payments helps travelers and partners transact efficiently across the platform. Merchant gross bookings rose 27% in 2024 and made up 63% of total gross bookings, up from 54% in 2023. In addition, our Genius loyalty program at Booking.com is expanding beyond accommodations into our other travel verticals. This helps to deliver more value to our travelers and drives incremental bookings for our partners. Innovation has always been core to who we are. From the early days of online travel and A/B testing to the rise of mobile apps and machine learning to today's Gen AI efforts, we've consistently evolved to meet the changing needs of travelers and partners. AI is accelerating our evolution.
We believe compelling AI offerings like domain-specific AI agents will play a key role in making the connected trip an even better customer experience. We are already integrating Gen AI across our brands with traveler-specific efforts like Booking.com's AI trip planner, Priceline's assistant, Penny, Kayak's recently launched Kayak.ai service, and OpenTable's voice AI tools. We are seeing Gen AI-driven improvements in search, conversion, and customer support. We are also partnering with leading AI companies on identity technology. These partnerships align with our long-standing approach to engage with emerging traffic sources and stay ahead of what is next. We will continue to learn how travelers and partners prefer to engage with Gen AI, and I am confident in our positioning and excited about the positive impact this technology is already having. Another point to note is strong partner relationships and broad partner supply are key to delivering a more comprehensive planning and booking experience.
One area of focus is alternative accommodations, where we ended 2024 with 7.9 million listings, a new high. More listings means more choices for our travelers, contributing to our strong double-digit growth in room nights. This business has been growing faster than both our core hotel business and the broader industry. In terms of room nights, it is now more than two-thirds the size of the industry leader, highlighting that it's becoming an increasingly attractive service for both travelers and partners. There is no question the world remains uncertain: geopolitical tensions, macroeconomic shifts, and more. This has always been the case, and if history has shown us anything, it is that travel is resilient, and so are we. We will continue to test, learn, and adapt. We will stay focused on delivering value, acting with integrity, and driving strong results. It has been an incredible 25 years at Booking Holdings.
I'm grateful to our partners, our customers, our employees, and our shareholders. Thank you for your continued belief in our vision as we are relentlessly committed to making it easier for everyone to experience the world. We'll now take appropriate stockholder questions. We'll 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, 2025.
Thanks, Glenn. 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. The first question is, what is the board's plan for downstream profits of AI? And then related, can you please give us an example of how Booking uses AI? Bob, do you want to address the first part, the board's plans for downstream profits of AI?
Sure. And then maybe, Glenn, you can take the second part. Yeah, in terms of downstream profits for AI, I would say before there are going to be downstream profits of AI, there first has to be major investment in AI. I assure you that from the board on down, we are in the process, as Glenn just mentioned, of making those investments, of experimenting and experiencing the technology. As we've done consistently, we view any potential gains as an opportunity to reinvest in the strategic areas that we believe will support sustainable top-line growth and long-term earnings power.
As Glenn mentioned, once we do that, we have a strong history of returning some of those profits to our shareholders, whether it be in our stock repurchase plans, which, as Glenn mentioned, in less than a decade, we have reduced our share count by 40%, all while also instituting a dividend and increasing it within the last year. Ultimately, our goal with AI is to deliver travelers and partners we believe by so drive greater traveler loyalty and direct engagement while also encouraging more suppliers to lean into our platform. Glenn, maybe you could talk about some of the specifics.
Thank you, Bob. It is great to have that question because there are so many exciting things that we are doing at Booking Holdings among all our different brands in terms of using Gen AI and all forms of AI, not just Gen AI, to produce a better company and better results. For consumers, for a shareholder, for example, looking at this, it is easy enough to see some of the great things that are already rolled out, and whether it be starting to use our beta services in terms of if you are on Booking.com and you are using our AI trip planner in a way to have an interactive way to find a better way to develop your travel needs. Or if you are at Priceline, a very similar product called Penny. Or if you are at Kayak, a similar type service, but at Kayak, it is Kayak.ai.
They're doing a great job of bringing the personalization for people who have registered accounts with Kayak, interacting with what Kayak already knows from previous purchases by a customer to help guide them towards future purchases. If you go on beyond that in small things, but still we're seeing some really great things at Booking.com, where previously, before we had Gen AI, you could help shape what you needed by using filters. You would check on the filters that I want, for example, a luxury hotel, or I want something that has a pool. You may have different things. There are only so many filters one can have, however. The great thing about Gen AI now, though, is we enable a customer through natural language to put in what they want.
Our service can then transform that into a way to present properties that just meet what that customer has put into their natural search query. It's a great improvement and much easier for people to get what they want. That's for the customers. Of course, we have other things that are really improving the company. I mean, going to something like customer service. Unfortunately, travel sometimes has hiccups, let's call them, and people need to talk to customer service. Our customer service is now able to be much more efficient.
It's everything being able to respond if you're communicating with customer service through text and able to come back with responses using AI, or things when you're using one of our human customer service agents, they are able to act much faster and do their work more efficiently because they're using AI, whether it's summarizing the issues that have come up, being able to go back to them, or finding the correct answer quicker. You have issues, obviously, with our technology company. A large amount of our work deals with having to create things like software code. That stuff is now produced many times using generative AI. That makes it easier and faster for our coders to be able to create and do things that they need to get done. Lots of different things happening in AI, all for the better.
Whether it is making us more efficient, improving our bottom line, or providing us more ability to invest in new things, or whether it is making it easier for our customers and partners, in all these different ways, it is really bringing us forward.
Thanks, Glenn. Our next question is, does talk of annexing Canada have a significant negative impact on travel to the U.S.?
I will say, as we talked in our last quarterly call about that, we have seen a decrease in the number of Canadians going to the U.S. I won't ascribe to why, but we definitely have seen that. I think people can make that hypothesis. There is probably, if we go out and poll people, maybe that would be the reason. The great thing about our company, though, is that we have over 220 countries and territories where people can go to travel to or stay in their own country, and Canada is no different. Canadians aren't stopping to travel. In fact, one of the things that we saw along with seeing a decrease in travel to the U.S. by Canadians, we are seeing them travel more to other places. For example, we have seen a nice increase in Canadians going to Mexico.
In terms of our business, we're very well positioned. We've seen this over the many years I've been here, that something can happen that a person doesn't want to travel to a particular place. It may be issues, as the question came out, or it may be a natural disaster or bad weather, all sorts of reasons. The great thing is we have so many places for people to go and visit. That's why they come to us. Overall, it's been very successful for us.
Thank you, Glenn. Our next question is, how much was spent on share buybacks in 2024, and what is expected to be spent in 2025?
What we have disclosed is last year, we spent approximately $6 billion. We do not say how much we are planning to spend forward, but we did give, and this is publicly disclosed in terms of what the authorization that I previously mentioned by the board in terms of the ability to buy in the future.
Thank you, Glenn. We've now addressed all appropriate questions submitted through the web portal.
Okay. Listen, I'd like to thank each of you for attending our annual shareholder 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 2025 annual meeting of stockholders. The meeting has now concluded. You may now disconnect.
Goodbye.
The host has ended this call.