Booking Holdings Inc.
Shareholder Proposals
Item 4
Grant shareholders holding at least 10% of outstanding shares (or the lowest threshold permitted by state law) the right to call a special shareholder meeting, including virtual meetings.
This proposal requests that the board amend the company’s governing documents so that shareholders owning a combined 10% of the company’s outstanding common stock—or the lowest ownership threshold permitted under applicable state law—can call a special shareholder meeting. The proposal argues that lowering the threshold would strengthen shareholder rights and improve engagement between investors and the board by allowing shareholders to raise important issues between annual meetings. It also notes that virtual meeting technology makes special meetings easier to conduct. The supporting statement references prior shareholder votes on related governance proposals and asserts that enhancing this right would provide shareholders with a practical mechanism to bring urgent matters before the company.