Booking Holdings Inc. (BKNG) Earnings Call Transcript & Summary

Good afternoon, good morning and good day, and welcome to the Booking Holdings' 2020 Annual Meeting of Stockholders. At this time, I would like to turn the conference over to Jeff Boyd. Please go ahead.

Thank you very much. Welcome to the 2020 Annual Meeting of the Stockholders of Booking Holdings. I'm Jeff Boyd, Chairman of the Board of Directors of Booking Holdings. Thank you for joining us today. We recognize that many people are suffering as a result of the death of George Floyd in ensuing events around our country. Racism and injustice give us all cause to mourn. We are united as individuals' investor company with all people of goodwill against racism, violence and hate. We also recognize that many people continue to suffer as a result of the COVID-19 outbreak, whether it be physically, economically or emotionally, including some within our company. And our hearts go out to them as well. While we regret the circumstances of the COVID-19 outbreak that had led us to holding our annual meeting virtually, we're hopeful that this format is providing the opportunity for more of our stockholders to attend the meeting this morning. 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 we'll then answer questions. We refer you to the rules of conduct available on the web portal, which provide additional details regarding the conduct of the meeting and the question-and-answer 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 opened [Operator Instructions] [Voting]

After the proposals have been presented, the polls will close. Also, while we do not anticipate any technical difficulties today, if technical difficulties do arise, we ask that you remain on the line or reconnect if you were 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 like now 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: Tim Armstrong; Glenn Fogel, the company's President and Chief Executive Officer; Mirian Graddick-Weir, Chair of the company's Compensation Committee; Wei Hopeman; Bob Mylod, our incoming Chairman of the Board; Chuck Noski, who has served as our Audit Committee Chair and who will be our new Chair of the company's Nominating and Corporate Governance Committee and Lead Independent Director; Nick Read; Tom Rothman; Bob van Dijk; Lynn Vojvodich; and Vanessa Wittman, our new Audit Committee Chair. We are joined here today by Deloitte & Touche, our independent auditors. Melissa Naple, the Lead Audit Partner, is available to respond to appropriate questions. Broadridge Financial Solutions has been appointed to serve as inspector of elections for this meeting, and Ms. Beth Vanderbeck is with us today and has taken the oath of inspector of elections. 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 being presented at the meeting. Second, we will provide time for you to ask questions or make comments about those proposals. Third, the polls will then close, and we will report the preliminary results of the vote. Final vote totals will be filed with the SEC on a Form 8-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 the appropriate questions. The question-and-answer period will conclude at noon Eastern Time or earlier, if there are no remaining questions. Please abide by this procedure. We'll provide you with an opportunity to make a statement or have your questions answered with respect to a particular proposal before the polls close. We'll also give you an opportunity to ask questions about the business at the appropriate time. At this point, I would like to turn the meeting over to Steve Sonne, Booking Holdings' Corporate Secretary.

Thank you, Jeff. I will now address a few administrative items. Speakers today may make forward-looking statements. These forward-looking statements reflect the current 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 use of words such as will, may, could and believes and other words denoting something other than historical fact are intended to identify forward-looking statements. The Board of Directors fixed April 9, 2020, 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 2020 annual report to stockholders or the documents themselves were mailed on or about April 24, 2020, 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 40,930,696 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the inspector of elections that there are represented, in person or by proxy, shares of common stock representing 36,044,405 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 stockholders eligible to vote at this meeting is available to stockholders on the web portal. Now that we've dealt with these administrative issues, I'll now describe the proposals to be voted on at this meeting, all of which are described in detail in the proxy statement furnished to shareholders. As a reminder, the polls are open. [Operator Instructions] 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 12. 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 provided to all stockholders. They are: Timothy M. Armstrong; Jeffery H. Boyd; Glenn D. Fogel; Mirian M. Graddick-Weir; Wei Hopeman; Robert J. Mylod, Jr.; Charles H. Noski; Nicholas J. Read; Thomas E. Rothman; Bob van Dijk; Lynn M. Vojvodich; and Vanessa A. 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 nonbinding advisory vote on the company's 2019 executive compensation, which is also described in detail in the proxy statement. The Board recommends that stockholders vote for approval, on an advisory nonbinding basis, of the company's 2019 executive compensation. Proposal #2 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, 2020. Melissa Naple of Deloitte & Touche is present at this meeting and is available to respond to appropriate questions from stockholders. The Audit Committee of the Board of Directors has approved the selection of Deloitte & Touche LLP as the company's independent auditors for 2020, and the Board recommends that stockholders ratify that selection by voting for Proposal 3. Proposal #3, the selection of Deloitte & Touche LLP is formally submitted for stockholder ratification. The fourth item of business is the consideration of a stockholder proposal submitted by Mr. John Chevedden, requesting that the Board take the steps necessary to allow shareholders to act by written consent, which is also described in detail in the proxy statement. 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 and this is John Chevedden. Can you hear me okay? Hello? This is John Chevedden. Can you hear me okay?

Yes, we can.

Yes, we can hear you.

Okay. Proposal 4, adopt a mainstream shareholder right, written consent. Shareholders request that our Board of Directors take the steps necessary to permit written consent by the shareholders entitled to cast a minimum number of votes that would be necessary to authorize an action at a meeting, at which all shareholders entitled to vote thereon were present and voting. A significant part of the management statement next to this proposal is out of date. Transparent discussion and interaction among the company's stockholders at a shareholder meeting is out the window with the widespread use of online shareholder meetings. The widespread use of online shareholder meetings makes the right to act by written consent all the more important. Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 large companies in a single year. This included 67% support at both Allstate and Sprint. This proposal topic also won 63% support at Cigna in 2019. This proposal topic would have received higher votes than 63% to 67% at these companies, if more shareholders had access to independent proxy voting advice. Taking action by written consent is a means shareholders can use to raise important matters outside the normal annual meeting cycle, like the election of a new director. This can be more important after Mr. Nicholas Read, who is on the Audit and Nomination Committees, received 15x as many negative votes as each of the vast majority of our directors. This proposal is important to Booking Holdings' shareholders because Booking Holdings has a higher than necessary 25% stock ownership threshold for shareholders to call a special meeting. Plus, this 25% threshold was set in concrete in the Certificate of Incorporation, which makes it more difficult for shareholders to change. In any event, the right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it less difficult for shareholders to call a special meeting. However, Intel's shareholders responded with greater support for written consent in 2019 compared to 2018. Following a 45% vote for a written consent shareholder proposal, The Bank of New York Mellon said it adopted written consent in 2019. Please vote yes for adopt a mainstream shareholder right, written consent, Proposal 4.

Thank you, Mr. Chevedden. The Board recommends that stockholders vote against this proposal. Proposal #4 is formally submitted for stockholder vote.

Thank you, Steve. At this time, if any stockholder would like to make a comment or has a question regarding any of the proposals, please submit your comment or question through the question box on the web portal. As a reminder, at this time, we are addressing only the proposals. There will be time later for other questions.

I do not see any questions being submitted on the proposals in the portal.

Thank you, Leslie. Okay. Back to you, Steve.

Thank you, Jeff. The proposals have been presented to the meeting and the polls are now closed. Mr. Chairman, we have been informed by the inspector of elections that the preliminary vote report shows that the nominees for election to the Board have been duly elected. The compensation of the named executive officers for 2019 has been approved by advisory vote. The ratification of Deloitte & Touche as the company's independent auditor for the fiscal year ending 2020 has been approved. And the stockholder proposal requesting the right of stockholders to act by written consent did not pass. In light of the vote on this proposal, the Board of Directors will take the matter under further advisement. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days.

Thank you, Steve. The meeting is now formally adjourned. At this point, I'd like to turn the time over to Glenn Fogel, the company's President and Chief Executive Officer, who will give some brief comments. After Glenn's comments, we'll have time to answer appropriate questions.

Thank you, Jeff. Good morning. I'd like to start by echoing the Chairman's opening remarks and state unequivocally that Booking Holdings stands with the black community against racism, violence and hate. While we are here today to review our performance for 2000 -- 2019, we do so in the midst of an unprecedented global event in the travel industry. The COVID-19 pandemic has brought incredible disruption, not only to our business but also to the overall world economy. As we discussed on our first quarter earnings call in May, when we realized the extent of the impact, we took action to stabilize the business from the immediate shock of the crisis and ensure the health and safety of our employees and to help our customers and supply partners navigate a huge number of travel plan changes. We are now working on plans to optimize the business for the expected decrease in travel demand versus pre-COVID-19 levels over the next few years. While we may have a difficult road ahead of us, we believe that based on our strong financial position and leading accommodations marketplace, we have the opportunity to emerge from the crisis in a position of strength and to extend our leadership position in the industry. During this period, we will continue to push the development of our products and services, so that we can fulfill our mission, to make it easier for everyone to experience the world. While our 2019 results seem like a distant memory in light of the current pandemic, I'd like to recap our performance because it highlights our global scale and the strength of our core business pre-crisis, which we believe serves as a foundation to help us weather the current environment. We booked 845 million room nights for the year, 11% more than in 2018, which equates to an average of 2.3 million room nights each day. We also produced strong year-over-year growth across our key financial metrics, including revenue, net income and adjusted EBITDA. Our revenue of $15.1 billion was up 4% or 7% on a constant currency basis; our net income of $4.9 billion was up 22%; and our adjusted EBITDA of $5.9 billion was up 2% or 6% on a constant currency basis. In 2019, we operated the largest, most profitable global online travel business in the world, with the 2019 operating margin of approximately 35%. And we're particularly proud of achieving above-market growth rates while maintaining industry-leading profitability. Moreover, in 2019, we've made progress in our key initiatives, including expanding the Booking.com payment platform, growing our alternative accommodations business and making strides towards our long-term strategy to deliver the connected trip. When we emerge from this global pandemic, our world and our industry will undoubtedly be different. But I believe travel remains fundamental to people's lives. We truly believe that travel makes the world a better place, and the world will travel again. I want to thank our employees all over the world for putting forward extraordinary efforts during this time. I want to thank our customers for inspiring us to do what we do. And I want to thank our partners for all that they do to make travel experiences wonderful for millions of people every year. Now we'd like to open things up for stockholder questions. We will begin with a few questions that we received in advance of today's meeting. We'll then take stockholders' questions that are being entered today on the web portal. Please note that 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 at bookingholdings.com in the Events and Presentations section under the For Investors tab. The answers will remain on the site until June 30, 2020. Leslie Cafferty, our Head of Communications, will now present the questions. Leslie?

The first question involves executive compensation and asks whether we should be reducing or eliminating executive compensation at this time?

Thank you, Leslie. In fact, we've actually done that. Back in March, we announced that I, along with our brand CEOs, have voluntarily waived our salaries during this crisis. And then our Board of Director members have waived their cash fees for the remainder of 2020. We have further announced that our other executive officers have voluntarily waived 20% of their salaries during this crisis.

Our next question is, what percentage of your bookings and contribution come from non-brand SEO?

Thank you, Leslie. For competitive reasons, we generally do not provide that level of detail regarding our marketing channels. But on our Q3 2019 earnings call, we did say that SEO was a small channel for us.

Thank you, Glenn. We will now address questions submitted today through the web portal. Note that in the event of substantially similar questions, we will present one for discussion. Moving to our portal. Jeff, could you address the question of frequency of Board meetings? When is the last -- was the last in-person Board meeting? And how often does the Board meet by telephone since the beginning of the pandemic?

Our last in-person Board meeting was around the beginning of the year, I believe, in February. We typically meet 4 times a year around quarterly earnings and an additional time in-person for a strategy session, which occurred virtually yesterday. Since the pandemic has arisen, we've had a number of Board telephone conferences, at least monthly. And our committees meet very frequently in-person before the pandemic, and since then, via telephone conference or video conference.

Thank you, Jeff. Next question here. The Carpenter Union pension funds have a collective ownership position of 57,400 shares of company common stock. Question relates to the election of directors. The company filed a Form 8-K filing on June 19, 2019, with the U.S. SEC that provided the vote results from last year's annual meeting. As regards to the election of directors, the vote results showed that not a single shareholder abstained in voting for each of the director nominees. The election of this meeting, the proxy statement indicates that there is an option to abstain in the election of directors. Could you explain how a shareholder abstains from voting for a nominee on the proxy card ballot provided for this meeting? Thank you.

Jeff, should I take that one?

Yes, Steve.

So thank you, Leslie. So the procedure for voting and the options are laid out in the proxy statement and in the proxy card. We will go back and check and make sure that there was, in fact, an abstain option, but we believe that there was. Referencing the 8-K from last year, the reason that there is probably no abstentions on this one is when people choose not to vote for the election of directors, it goes into the broker non-vote category. So hopefully, that answers the question.

Thank you, Steve. The next question here, perhaps for Glenn. Can you elaborate on the $589 million impairment charges recorded for Q1 2020?

So I think the person is probably referring to the impairment on our KAYAK, OpenTable unit. And the assumptions that are made are explained in that 10-Q, and they include the time we expect the business to recover to the 2019 levels. We have what percent of CVS around that time frame. And the calculation we used, it was 2023 the time frame. And as one knows that we are always evaluating the business, and at certain times, we need to make measurements in terms of what the value of that is, and that's what that impairment is related to.

Thank you, Glenn. The next question here. Can you elaborate on the platform changes in presenting offers and prices following EU authorities' requirements?

Thank you, Leslie. We always believe that presenting our offers to our customers in an open, honest and transparent way is the best way to develop a great service for people. And maintain loyalty and be a winner in the space. The question is referring to agreements we've made with certain regulators, in this one, particularly, the EU, to ensure that we are doing what is best, when we urge all people in our industry, all people, to follow these types of rules and regulations to present a fair, fair price to a consumer.

Thank you, Glenn. The next question is related to business. What recent booking trends are you seeing with the U.S. reopening? What about China and East Asia?

We've been talking publicly and in our last earnings call about different areas of the world that have been improving. And we have talked about China, for example, in which that was growing as they began to lift all the restrictions in that area. And as we know, China was the first area that had issues with this virus and was one of the first ones to come out. We believe there is an extreme correlation between countries that relax the restrictions and movement, and once they do that, people do begin to want to travel more, and we've talked about it how more domestically than internationally because of the very stringent regulations that are still out there regarding international travel for many, many countries. We are hopeful that these restrictions will continue to be lifted, and we are particularly hopeful that the pandemic continues to subside, and that's what we're looking forward to for the future.

Thank you, Glenn. I think the next question is probably also for you asking if there have been layoffs in 2020?

We have publicly announced that we have had some layoffs, in particular, in certain different units in our company. We, of course, are -- feel the sympathy for those employees who unfortunately, were asked to leave, and we hope them the very, very best.

Thank you, Glenn. Another question here is asking about our employee working-from-home policy. Can you share what percentage of employees are working from home right now?

I can't give any specific percentage today. And of course, it continues to evolve. I will say that at one point in the past, we had an overwhelming number of our employees who were working from home. And I can still say it is a very, very, very large percentage of our employees who are working from home. I will say also that we believe in the safety of our employees, it's paramount in our mind. And we will continue to examine the situation in terms of when is it going to be safe for customers -- for our employees to go back to their offices or not. And I'd like to stress that we have approximately or a little more than 300 offices around the world, and we are always evaluating them individually to what the risk factors are in those particular offices and we'll be very mindful that employees need to be -- need to feel that it is safe to come back to the office.

Thank you, Glenn. The next question here. Please advise whether the say-on-pay vote was higher today compared to 2019?

Steve, do you have that?

Yes, I do. It was higher. It was approximately 95%.

Thank you, Steve. The last question in here is asking how many shareholders have logged into today's meeting.

I do not know that answer. I will leave it to you, Steve.

I can answer that, Glenn. It's currently 25 are logged in currently.

Thank you, Steve. So we have addressed all of the questions submitted through the web portal as of now.

Thank you, Leslie. 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. The company has had a successful pass. And I believe it is poised for an even brighter future. All of us here at Booking Holdings wish you and your loved ones, health and safety during these difficult times. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.