Good morning, and welcome to the Booking Holdings 2026 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 2026 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 would 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. Chuck Noski, 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. Kurt Sievers. Sumit Singh, and Vanessa Wittman, Chair of the Board's Audit Committee. We are joined here today by Deloitte & Touche, our independent auditors. Doug Feachy, 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 Vander Beck 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 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 on 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 10-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 Caitlin Kobialka, 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 7th, 2026, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either a notice of internet availability of the notice of the meeting, the proxy statement, and the 2026 annual report to stockholders, or the documents themselves were mailed on or about April 21st, 2026, 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 778,173,152 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 669,566,774 votes, or approximately 86.04% 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 statement provided to stockholders and available on the meeting's 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 Fogel, Mirian Graddick-Weir, Kelly Grier, Robert Mylod, Charles Noski, Larry Quinlan, Nicholas Read, Thomas Rothman, Kurt Sievers, Sumit Singh, 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 2025 executive compensation. The board recommends that stockholders vote for approval on an advisory, non-binding basis of the company's 2025 executive compensation. Proposal number two 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, 2026. Doug Feachy 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 as the company's independent auditors for 2026. 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 the adoption of an amendment to the company's restated certificate of incorporation to provide for officer exculpation. The board recommends that stockholders approve the adoption of such amendment by voting for proposal number four. Proposal number four is formally submitted for stockholder vote. The fifth item of business is a stockholder proposal submitted by Mr. John Chevedden, requesting a non-binding stockholder vote on a proposal related to corporate political spending. 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 five. Avoid brand damage due to corporate political spending. Shareholders of Booking Holdings request the company provide a report updated annually, disclosing the company's policies and procedures for making contributions to participate in any campaign on behalf of any candidate for public office or influence the general public with respect to an election. Monetary contributions used in the manner described above, including the identity of the recipient as well as the amount paid to each. The report shall be presented to the board of directors and posted on the company's website. This proposal does not cover lobbying expenditures. Long-term shareholders of Booking Holdings support transparency and accountability in corporate election spending. A company's reputation, value, and bottom line can be adversely impacted by political spending.
The risk is especially serious when giving to trade associations, super PACs, 527 committee, and social welfare organizations, groups that routinely spend money on behalf of candidates and political causes that a company might not otherwise wish to support. A recent poll of retail shareholders by Mason-Dixon Polling & Strategy found that 83% of respondents said they would have more confidence investing in companies that have adopted reforms that provide for transparency and accountability in political spending. This proposal asks Booking Holdings to disclose all of its election spending, including payments to trade associations and 501(c)(4) social welfare organizations, which may be used for election purposes and are otherwise undisclosed. This would bring our company in line with a growing number of leading companies, including Fortive, Marvell Technology, and Micron Technology, which present this information on their websites.
Without knowing the recipients of our company's political dollars, Booking Holdings directors, management, and shareholders cannot sufficiently assess whether our company's election-related spending aligns with or conflicts with its policies on climate change, sustainability, and other areas of concern. Please vote for this timely governance reform. Avoid brand damage due to corporate political spending, proposal five.
Thank you, Mr. Chevedden. The board recommends that stockholders vote against this proposal. Proposal number five is formally submitted for stockholder vote. The sixth item of business is a non-binding stockholder vote on a stockholder resolution regarding business operations in illegal settlements submitted by Ekō on behalf of Leah Langdon Revocable Trust. Operator, please play the pre-recorded presentation of this proposal
My name is Ben Cohen, Co-Founder of Ben & Jerry's. A few years ago, Ben & Jerry's faced the same decision sitting before Booking Holdings right now. In 2021, Ben & Jerry's announced it would stop selling its products in illegal Israeli settlements in the occupied West Bank. It wasn't a decision that came easily. There were people telling us it was too complicated. They said the same thing the board is saying to you today, that the financial exposure was immaterial, that the legal framework was unclear, that we should do nothing. As a values-led business, we didn't accept that. We didn't want to do the easy thing. We wanted to do the right thing. I want to tell you about a Palestinian man named Mohammed Al-Sabeet, whose family for generations worked their land in Al-Khader to harvest wheat. In the early 1980s, Israeli authorities seized it.
The illegal settlement of Neve Daniel was built on top of it. For decades, he's not been able to set foot on his own land. Last month, researchers showed him a Booking.com listing for a property at the exact coordinates of the family's plot. It was available for $170 a night. When Mohammed saw the listing, he said it burns his heart. That it's supposed to be his home, not a settler's home being rented out to tourists. Booking.com is still on the UN list of companies facilitating Israel's illegal occupation. There is an active criminal complaint in the Netherlands alleging that the revenue from settlement listings constitutes money laundering. By the way, the board failed to acknowledge these legal proceedings in its opposition statement. Some of the largest pension funds in Europe have already divested from the company.
The Dutch government is preparing trade restrictions on settlement-linked commercial activity, and services like Booking.com could be included in the ban. This board is telling you with remarkable confidence that the evidence is unsubstantiated and that enough due diligence has been done. Given all this, the proposal is actually modest. Proposal six asks the board to produce a report describing how it identifies and responds to human rights risks. If the board is confident in its processes, that report should be simple to produce. Thank you.
Thank you. The board recommends that stockholders vote against this proposal. Proposal number six is formally submitted for stockholder vote.
Thank you, Caitlin. 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. There are no questions at this time relating to stockholder proposals. Back to you, Caitlin.
Thank you, Leslie. The proposals have been presented to the meeting and the polls are now closed. Mr. Chair, we have 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 2025 passed. Deloitte & Touche was ratified as the company's independent auditor for the fiscal year ending 2026. The amendment to our certificate of incorporation to provide for officer exculpation passed. The stockholder proposal regarding corporate political spending did not pass, and the stockholder proposal regarding business operations in illegal settlements did not pass. We will be reporting the final vote results in a Form 8-K to be filed with the SEC.
Thank you, Caitlin. 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, and thank you for joining us today for our annual shareholders meeting. Travel continues to play an important role in people's lives, bringing people together, broadening perspectives, and creating genuine connections across cultures. That is why this is what makes this industry so meaningful and continues to guide our mission to make it easier for everyone to experience the world. Last year, we executed well across our global business and continued making progress against our long-term strategy. Before turning to our performance, I want to acknowledge the current macro environment, including the impact the Middle East conflict is having on travel and on communities in the region. I also want to recognize the resilience and dedication of our employees and partners operating in the affected areas.
Periods of uncertainty, whether driven by geopolitical developments, economic conditions, or other external events, are not new to our industry.
Over the years, travel has navigated many difficult periods, including the global shutdown during the pandemic and multiple regional conflicts that have affected travel patterns and consumer sentiment in the past. Each time, while the near-term environment can be difficult to predict and there can be immediate impacts on volumes, the fundamental drivers of travel demand, the desire to explore, connect with others, and experience the world have remained durable over time. People continue to prioritize travel, and historically, that demand has grown faster than the broader global economy. That resilience, combined with the breadth of our global platform, strong execution, and continued innovation, positions us well to navigate periods of uncertainty while continuing to support travelers and partners around the world. As always, we remain focused on what we can control, delivering strong value, reliability, and service through differentiated solutions. That focus earns trust.
It is why customers choose us today and why we believe they will continue to choose us tomorrow, next quarter, next year, and over the long term. This disciplined approach was one of the drivers of our performance and remains the foundation of our long-term strategy. In 2025, despite volatility in broader global markets, travel demand remained solid throughout the year, and the underlying fundamentals of our business stayed strong. For the full year, room nights exceeded 1.2 billion, up 8% year-over-year, while gross bookings grew 12% and revenue grew 13%. We delivered even stronger bottom-line growth with adjusted EBITDA increasing 20% to more than $9.9 billion, adjusted EBITDA margins expanding 193 basis points to 36.9%, and adjusted EPS increasing 22%. Details on GAAP reconciliation are available in our earnings release on the investor relations site.
Our transformation program launched in November 2024 and contributed meaningful to margin expansion while also giving us greater flexibility to continue investing in long-term growth initiatives. As of year-end 2025, the program had enabled approximately $550 million in annual run rate savings, which was at the high end of our prior guidance. Importantly, on a constant currency basis, our 2025 results exceeded our long-term ambition to grow gross bookings and revenue by at least 8% and adjusted earnings per share by at least 15%. Returning capital to shareholders also remains a priority. Last year, we returned $8.2 billion to our shareholders, supported by the strength of our free cash flow generation and balance sheet. Our progress extended well beyond financial performance.
Throughout last year, we continued advancing key strategic priorities, including growth in the U.S. and Asia, progress on the connected trip, and the evolution of AI-powered capabilities across our platforms. Together, these initiatives are helping position us for sustained long-term growth while delivering greater value across our marketplace. Let me touch on a few areas where we made important progress during the year. I'll start with the U.S. and Asia, where we continue to see meaningful long-term growth opportunities. In the U.S., our targeted investments are continuing to drive strong momentum. While we are already a global leader in travel, we believe there remains significant opportunity to expand our position in this market. Throughout 2025, U.S. room night growth accelerated, driven by strong domestic demand and continued momentum in our B2B business. As travel discovery evolves, we believe trusted brands and direct customer relationships are becoming increasingly important.
Building stronger direct relationships has been a multi-year effort, supported by disciplined investments across product, brand, marketing, and supply. We believe these investments are positioning us well for continued growth over time. Asia also remains one of the most compelling structural growth opportunities in global travel. The region performed well throughout 2025, supported by strong travel demand and increasing cross-border travel activity within Asia. What differentiates our position in Asia is our ability to operate effectively across a highly diverse and complex set of markets. Our approach combines Booking.com's global scale and capabilities with Agoda's deeply localized expertise, allowing us to tailor our products, payments, customer experience, and go-to-market strategies to the needs of individual markets. By combining a global platform with strong local execution, we believe we are well-positioned to continue growing in both the U.S. and Asia over the long term.
Now, onto the connected trip, which is fundamentally about reducing friction and giving more value across the travel experience by helping customers plan, book, and manage more of their journey with us. Travel remains highly fragmented, and we believe reducing that complexity creates real value for customers while improving the overall travel experience. We continue to make strong progress on this initiative during 2025. Connected transactions, where travelers booked more than one travel vertical with us for the same trip, grew in a high 20% range and represented a low double-digit percentage of Booking.com's total transactions. As customers increasingly engage across accommodations, flights, rental cars, and attractions, we're able to create a more seamless experience while driving additional value across our marketplace. Our Genius loyalty program is an important part of this strategy.
Unlike traditional loyalty programs built primarily around points accumulation, Genius focuses on delivering immediate and relevant benefits, including tiered discounts, free breakfast, and room upgrades directly at the point of booking. We continue to see strong engagement from our highest tier Genius members, who book more frequently, book further in advance, and return more consistently than non-Genius travelers. In 2025, level two and level three Genius travelers represented more than 30% of our active customer base and accounted for a high 50% share of Booking.com's room nights, both up from the previous year. Given the importance of loyalty and the success of Genius so far, we see additional opportunities to further strengthen the Genius offering going forward. Innovation has always been core to who we are, and today, generative AI presents a meaningful opportunity to improve both the customer and partner experience.
We have years of experience applying AI, beginning with our early machine learning models, and our approach to gen AI reflects the same disciplined approach we have always taken with technology. Approving effectiveness for travelers and partners, driving internal efficiencies, and working closely with leading AI companies to ensure we remain well-positioned as travel discovery and planning continues to evolve. Throughout 2025, we rolled out agentic AI capabilities across our brands designed to enhance the full travel journey. Helping customers discover and plan trips through natural language search, make more informed booking decisions through smart filters and summaries, and receive faster, more personalized support through interactive AI agents. As these capabilities matured within accommodations, we began extending them into additional verticals while adding voice functionality, maps, and more inspiration-led discovery features across the experience.
At the same time, AI is helping us improve operational efficiency across the business, from automating customer service interactions and improving self-service rates to enhancing internal workflows and accelerating product development. We also continue partnering with leading AI organizations, including OpenAI, Google, Anthropic, Amazon, Microsoft, and others. As AI increasingly reshapes how travelers discover and plan trips, our goal is to ensure we are well-positioned wherever these journeys begin. Importantly, we believe the strength of our brands and the number of travelers who choose to come directly to our platforms will remain an important differentiator as brands increasingly guide where travelers choose to engage. Our consistent ability to deliver value underpins this dynamic and will continue to differentiate us over time, while also helping ensure our supply partners, especially our small and medium enterprise partners, are discoverable no matter how people begin their travel exploration and planning process.
There's no question the world remains uncertain. Geopolitical tensions, macroeconomic shifts, and more. While we remain mindful of the current macroeconomic and geopolitical environment, we have navigated similar periods before, and the enduring demand for travel has proved resilient over time. As always, we remain focused on what we can control. We will continue executing against our long-term vision, investing thoughtfully in technology and capabilities, supporting our travelers and partners, and operating with discipline. We will continue testing, learning, and adapting as technology and traveler behaviors evolve while remaining focused on delivering value consistently over the long term and driving strong results for our stakeholders. I am incredibly proud of what our team's accomplished in 2025 and want to thank our employees for their dedication and execution, our partners and travelers for their continued trust, and our shareholders for your ongoing support and belief in our vision.
Thank you for your continued support and confidence in Booking Holdings and in our long-term vision. 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 30th, 2026.
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. Glenn, our first question: how does Booking Holdings plan to compete as hotel chains and airlines push heavily for direct bookings and loyalty programs?
Thank you, Leslie, for giving that question to me. There's no doubt the world of travel has always been very competitive, and we have many partners who would prefer to have people go to them directly, the same way as we would like our customers to come to us directly. In the end, the way one wins is providing a better process, a better service, a better way to do travel, and we've been doing that. One of the things I am most proud about is our long-term vision regarding the connected trip.
By bringing together all the elements of a trip, all the issues that a person who is going to travel would like to be able to explore, discover, and then actually book, and God forbid anything goes wrong, be able to fix, having one point of contact, having one person, one group, one entity, us, Booking Holdings, that can do it all together, will provide a better way, a seamless way, a more value way for customers to do it. No individual supplier, partner, being a hotel or an airline, car rental, none of them by themselves can do what we believe we will be doing in the connected trip, and thereby incredibly increase the loyalty and the desire of people to use us versus potentially others.
Thank you, Glenn. Our next question: could you share an example of a recent shift in consumer travel behavior and how leadership adapted the organization's goals to capitalize on it?
Thank you, Leslie, for that. I think something that's interesting in that question is something I'm very proud of. It gives me a chance to talk about it. There was a time we only did hotels, but we saw people began using alternative accommodation, homes, apartments, condos, villas, and we decided we should be in that area too. From starting nothing, we began to build that out. Over the last five years, our alternative accommodations area has grown faster than the leading player in the space, such that now approximately, well, actually a little more than a third of Booking.com's room nights are done in the alternative accommodations space.
That total number is approximately three-quarters of the leader's total amount of room nights, thereby showing the progress we have made in being able to be flexible and adapt as the issues change, as the opportunities change, we change, and we've been very successful.
Thank you, Glenn. We have now addressed all appropriate questions submitted through the web portal.
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 2026 annual meeting of stockholders. The meeting has now concluded. You may disconnect.