UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant
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of the Securities Exchange Act of 1934
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Global Business Travel Group, Inc. (the Company) held its annual meeting of stockholders on June 6, 2023 (the Annual Meeting). The following proposals were submitted to the stockholders at the Annual Meeting:
To elect three Class I directors to serve for a three-year term of office expiring at the 2026 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
To approve the advisory vote on the compensation of our named executive officers; and
To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers.
The proposals are described in detail in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2023.
The number of shares of common stock entitled to vote at the Annual Meeting was 463,947,473, consisting of 69,498,992 shares of the Companys Class A common stock, par value $0.0001 per share (Class A Common Stock), and 394,448,481 shares of the Companys Class B common stock, par value $0.0001 per share (together with the Class A Common Stock, the common stock). Each share of common stock was entitled to one vote.
The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 430,708,096. The following proposals were submitted to a vote of the Companys stockholders at the Annual Meeting, and the voting results were as follows:
(1) | Election of Directors: The three nominees named in the Companys 2023 proxy statement were elected to serve a three-year term expiring at the 2026 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||
Paul Abbott | 427,108,435 | 1,064,731 | 1,610 | 2,533,320 | ||||||||||||
Eric Hart | 427,040,903 | 1,129,472 | 4,401 | 2,533,320 | ||||||||||||
Kathleen Winters | 427,106,792 | 1,062,604 | 5,380 | 2,533,320 |
(2) | Ratification of Appointment of Independent Registered Accounting Firm: The appointment of KPMG LLP to serve as the Companys independent registered accounting firm for fiscal year 2023 was ratified as follows: |
FOR | AGAINST | ABSTAIN | ||
430,692,978 | 14,898 | 220 |
(3) | Advisory Approval of the Compensation of our Named Executive Officers: The proposal to approve, on an advisory basis, the compensation of the Companys named executive officers, as described in the Companys 2023 proxy statement, was approved by the following votes: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
427,131,862 | 1,024,200 | 18,714 | 2,533,320 |
(4) | Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation: A majority of the Companys shareholders recommended, on a non-binding advisory basis, to hold an advisory vote on the compensation of the Companys named executive officers on a three-year basis, by the votes set forth in the table below: |
1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTE | ||||||||||||||
6,830,238 | 10,713 | 421,326,327 | 7,498 | 2,533,320 |
The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Companys Board of Directors, that the Company will include an advisory vote on the compensation of the Companys named executive officers in its proxy materials every three years until the next required vote on the frequency of stockholder votes on executive compensation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Global Business Travel Group, Inc. | ||
By: | /s/ Eric J. Bock | |
Name: Eric J. Bock | ||
Title: Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary |
Date: June 9, 2023