Global Business Travel Group, Inc. (GBTG)
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EGM 2026

Aug 3, 2026

Summary

Stockholders approved the merger agreement with Gaia Purchaser Inc., making the company a wholly owned subsidiary, and also approved the advisory compensation proposal for executive officers. The adjournment proposal was not needed due to sufficient votes.

Paul Abbott
CEO, Global Business Travel Group

Good morning, and welcome to the special meeting of stockholders of Global Business Travel Group, Inc., called to vote on the proposals described in the proxy statement related to the merger transaction with Long Lake. I am Paul Abbott, Chief Executive Officer of the company, and I will act as Chairman of the meeting, which I will now call to order. On behalf of the company, I would like to welcome all of our stockholders. As noted in the proxy statement, this meeting is being conducted in a virtual format only. If we encounter any technical difficulties during the meeting, we ask you please stand by and allow us time to provide an update regarding the meeting.

Joining us today is Eric Bock, our Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary, who shall serve as Secretary of the meeting, as well as our Board of Directors. Also on the line is Tony Carideo, a representative of Broadridge Financial Solutions, who is serving as Inspector of Elections for today's meeting. I will now turn the meeting over to Eric to go through the formalities of the meeting.

Eric Bock
Chief Legal Officer, Global Head of Mergers and Acquisitions, and Corporate Secretary, Global Business Travel Group

Thank you, Paul, welcome, everyone. Thank you for joining us today. We are very pleased to be with you for this special meeting of stockholders. This meeting has been called pursuant to a notice of special meeting of stockholders dated July 6th, 2026, sent to all stockholders of record as of the close of business on July 6th, 2026. Proxies were solicited on behalf of the company for this meeting. I have in my possession an affidavit from Broadridge certifying that each stockholder of record as of July 6th was sent materials necessary to vote at this meeting, together with the official notice of the meeting and a proxy statement. The copies of the notice of the meeting, proxy statement, and proxy card, together with the original affidavit of mailing, will be filed with the minutes of this meeting.

There is also accessible on the virtual meeting website during the meeting a true and complete list of holders of record of the shares of our Class A common stock. The list contains the name, address, and number of shares of Class A common stock registered in the name of each stockholder of record as of the close of business on the record date. This list has been available for the 10 days prior to the meeting at the company's principal executive offices, located at 666 Third Avenue, fourth floor, New York, New York, during regular business hours. As Paul mentioned, the company has appointed Tony Carideo to act as the Inspector of Election at this meeting to count and certify all stockholder votes. Mr. Carideo has taken the oath of Inspector of Election, which was delivered to me before this meeting. I will now report on the quorum.

As of the close of business on July 6th, the record date for this meeting, the outstanding number of votes of the company consisted of 522,373,443 shares of Class A common stock. Company stockholders holding a majority of the outstanding shares of company common stock issued and outstanding, and entitled to vote, represented virtually or by proxy, constitute a quorum for this meeting. The inspector of election has confirmed that the number of shares represented virtually or by proxy is at least, in the aggregate, 466,895,035 shares of company common stock, and therefore, a quorum is present at this meeting. I now declare this meeting duly convened, properly organized, and competent to transact business. As for the meeting procedures, we will now move to the formal business of the meeting. Detailed information concerning the items of business is contained in the proxy statement.

Please note that recording this meeting is prohibited. Additional rules of conduct and procedures were posted on the virtual meeting website. With that, I'm now announcing that the polls are open for voting. I will state each proposal to be considered and voted on by stockholders in order. The first proposal is to adopt the agreement and plan of merger dated as of May 2nd, 2026, by and among the company, Gaia Purchaser Inc., and Gaia Merger Sub Inc., pursuant to which Gaia Merger Sub Inc. will merge with and into the company, with the company continuing as the surviving corporation and as a wholly owned subsidiary of Gaia Purchaser Inc. We refer to this as the merger proposal.

The second proposal is to approve, on an advisory non-binding basis, the specified compensation that will or may be paid or become payable to the company's named executive officers in connection with the merger. We refer to this as the advisory compensation proposal. Information concerning this proposal, including the specified compensation that will or may become payable, is set forth in the proxy statement. Because there are sufficient votes to approve the merger proposal at this meeting, the company does not intend to call a vote on the third proposal, the adjournment proposal, to adjourn the special meeting to a later date. For the reasons set forth in the proxy statement, the company's board of directors recommends that you vote for the merger proposal and for the advisory compensation proposal.

As for the voting stockholders participating virtually at this meeting who have not voted and who would like to vote may vote online using their control number by following the instructions in the virtual meeting portal, which has been open since the start of this meeting. I want to emphasize that if you have previously voted and do not wish to change your vote, you do not need to vote again on the virtual meeting website. Voting on the website revokes your prior proxy. I will be closing the polls momentarily. If any stockholder has not already voted or wants to change your vote, please do so at this time. I will pause for a brief moment to allow any last votes to be submitted. Now that everyone has had the opportunity to vote, I declare the polls closed and will review the preliminary results of the voting.

Mr. Chairman, based on the preliminary count of the inspector of election, the company's stockholders have approved the adoption of the merger agreement and approved, on an advisory basis, the compensation that will or may be payable to the company's named executive officers in connection with the merger. As I noted, the adjournment proposal was not presented because there were sufficient votes at the time of the meeting to approve the merger proposal. The inspector of election will execute a certificate as to the results of the voting, and the certificate will be filed in the minute books of the company, along with the minutes of this meeting. The final votes will be reported on an 8-K within four business days after this meeting. I will now turn the meeting back over to Paul to conclude the meeting. Paul?

Paul Abbott
CEO, Global Business Travel Group

Thank you, Eric. There being no further business to come before the meeting, the formal business of the special meeting of stockholders of Global Business Travel Group, Inc. is hereby adjourned. That concludes our meeting. We thank you for your attendance today. As this may be the final meeting of our stockholders, I would also like to thank you for your continued support over the years since Global Business Travel Group, Inc. became a public company in May 2022. Thank you very much.

Operator

This concludes today's meeting. You may now disconnect.