Booking Holdings (BKNG) Approves Amended and Restated By-Laws

On April 18, 2024, the Board of Directors of Booking Holdings (NASDAQ: BKNG) approved the amendment and restatement of the Company's By-Laws (the “Amended and Restated By-Laws”), effective immediately. The changes reflected in the Amended and Restated By-Laws include:
i.Revisions to the disclosure and procedural requirements for stockholder nominations of directors and solicitation of proxies relating to the universal proxy rules adopted by the Securities and Exchange Commission;
ii.Adding certain advance notice requirements for the nomination of directors relating to interview and questionnaire requirements, proxy card, and stockholder meeting procedures;
iii.Addressing procedural matters in light of developments in the Delaware General Corporation Law, including clarifying edits to specify the Company’s ability to hold meetings via remote communication and revisions relating to adjournment procedures for meetings of stockholders;
iv.Adopting an exclusive forum provision that sets the Delaware Chancery Court, or if such court does not have jurisdiction, another state court within the State of Delaware or, if no such state court has jurisdiction, the federal district court for the District of Delaware, as the Company’s exclusive forum for internal corporate claims and the U.S. federal district courts as the exclusive forum for litigation under the Securities Act of 1933, as amended; and
v.Making various other technical, conforming, and clarifying changes.
This description of the Amended and Restated By-Laws is a summary and is qualified in its entirety by reference to the Amended and Restated By-Laws, which is attached as Exhibit 3.1 and is incorporated by reference.

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