PROXY MEMORANDUM
| To: | Shareholders of Booking Holdings Inc. (the “Company” or “Booking Holdings”) |
| From: | The Anti-Defamation League (“ADL”) & JLens (together, “we”) |
| Date: | May 13, 2026 |
| Re: | The case to vote AGAINST Proposal 6 (Shareholder Resolution Regarding Business Operations in Israeli Settlements) on Booking Holdings Inc.’s 2026 Proxy Statement |
We Urge You to Vote AGAINST Proposal 6 on Booking Holdings Inc.’s 2026 Proxy Statement
Proposal 6, submitted by Rewan Al-Haddad of Ekō (formerly SumOfUs[1]) (the “Proponent”) (on behalf of Lea Langdon Revocable Trust U/A 7/24/00), requests that the Company’s board of directors (the “Board”) prepare and disclose “a report describing the Board’s role in overseeing human rights-related risks associated with the Company’s operations, relationships, or activities connected to Israeli settlements in the Occupied Palestinian Territory, including how the Board identifies, assesses, and responds to such risks and any gaps the Board has identified in its oversight framework.”[2]
We present four principal arguments for stockholders to vote AGAINST Proposal 6 at the Company’s 2026 Annual Meeting, which are discussed in more detail below, including: (1) the proposal is the latest installment in a multi-year, Boycott, Divestment, and Sanctions (“BDS”)-linked campaign targeting the Company; (2) the Proponent has a documented record of BDS-aligned advocacy; (3) the proposal’s materiality claims are overstated; and (4) the proposal mischaracterizes its cited sources and relies on contested authorities.
What Is the BDS Movement, and Why Does It Matter?
The BDS movement is an organized campaign calling for economic, cultural, and institutional pressure against Israel, and against companies that do business with Israel. By its own description, the movement seeks to mobilize boycotts, divestment efforts, and sanctions to delegitimize and economically isolate Israel, along with companies and institutions that do business there. In recent years, BDS-aligned organizations have increasingly turned to stockholder proposals as an additional tool of corporate pressure.[3]
Israel’s tourism sector has been a sustained target of BDS campaigns. The BDS movement describes Israeli tourism as a vehicle through which “Israel employs tourism to whitewash its war crimes,” and identifies major online tourism platforms, including Booking.com, as priority targets.[4]
Organizations that support BDS have placed Booking Holdings on watchlists of companies to boycott.[5] [6] [7] The Company was also named in a 2025 report by United Nations (“UN”) Special Rapporteur Francesca Albanese, who was subsequently sanctioned by the United States government in July 2025, that singled out Booking Holdings, Airbnb, Inc., and other companies for their Israel-linked operations.[8] [9]
The campaign against Booking Holdings has also included direct and confrontational actions. While these incidents were not associated with Ekō, we believe they reflect the broader pressure environment in which Proposal 6 is presented:
- In October 2024, Booking Holdings’ Amsterdam headquarters was vandalized overnight, with windows and doors destroyed and the building defaced with a red liquid.[10]
- In November 2024, members of the activist group Youth Front for Palestine entered Booking Holdings’ Manchester office, reading speeches and displaying banners reading: “Booking.com promotes Israeli settlements. No tourism on stolen land.”[11]
- During Amsterdam’s pride parade in August 2025, protesters disrupted Booking Holdings’ float, including setting off a flare and a smoke bomb.[12]
We believe it is important for stockholders evaluating proposals such as Proposal 6, and those similar to it, to understand the movement and context behind them. ADL and JLens have long held that certain core elements of the BDS movement are antisemitic.[13] That is because taken together, it is clear to us that the BDS movement’s foundational demands would deny the Jewish people the right of self-determination afforded to every other nation and, if implemented, could even result in the elimination of the world’s only Jewish state.[14] The International Holocaust Remembrance Alliance’s Working Definition of Antisemitism, adopted by the United States and more than forty other governments, identifies double standards applied to Israel—holding it to expectations not demanded of any other democratic nation—as a recognized form of antisemitism.[13]
The Proponent Has a Documented Record of BDS-Aligned Advocacy
Ekō has played a recurring role in campaigns aligned with the BDS movement, particularly through corporate pressure and stockholder advocacy.
- In April 2026, Ekō sent an email to supporters in conjunction with its BDS-aligned campaign at Amazon.com, Inc. (“Amazon”) that included the statement that Amazon is “powering the AI-driven military systems that Israel publicly admitted it needed as it unleashed war crimes in Gaza.”[15]
- In 2025, Ekō co-filed a stockholder resolution at Microsoft Corporation targeting the use of its AI and cloud services by Israel citing allegations of “war crimes” and “genocide.”[16]
- Ekō urged divestment from the French insurer AXA S.A. over its holdings in the arms manufacturer Elbit Systems Ltd (“Elbit”).[17]
- Ekō presented a petition at Scotiabank’s annual general meeting calling on the bank to divest from Elbit.[18]
- Ekō circulated a petition urging Chevron Corporation to “stop fueling genocide” and “divest from Israel’s illegal occupation.”[19]
We believe the same Israel-focused selectivity appears in Proposal 6 itself. Booking.com, one of the Company’s five primary consumer-facing brands, lists properties in other geopolitically sensitive jurisdictions, including Myanmar[20], Xinjiang[21], and Yemen[22]. Yet, Proposal 6 addresses only properties listed in Israel in the West Bank and East Jerusalem. If the Proponent’s concern were genuinely about human rights oversight across the Company’s global operations, one would expect the proposal to address the Company’s portfolio as a whole. Proposal 6’s exclusive focus on Israel-linked operations is, in our view, consistent with the broader pattern of BDS-aligned advocacy described above.
Proposal 6’s Materiality Claims Are Overstated
Proposal 6 characterizes the criminal proceedings against Booking Holdings in the Netherlands as “highly material” for the Company.[2] The proposal also invokes a penalty of up to 20% of annual revenue, citing this as the statutory maximum under Dutch law.[26] The Board, in its Statement of Opposition, characterizes the underlying exposure as immaterial, stating that “the listings referenced in the proposal are financially immaterial to the Company’s business.”[2]
Moreover, Booking Holdings disputed the criminal allegations on May 23, 2024: “We do not agree with these allegations of illegal activities and believe that we fully comply with the laws of the Dutch and American authorities [Booking Holdings is US-based], to which we are bound.”[23]
The political character of the complainants themselves is also noteworthy. Al-Haq, one of the lead filing organizations behind the complaint in the Netherlands, was sanctioned by the United States government on September 4, 2025, under Executive Order 14203 for its engagement with the International Criminal Court in efforts to investigate or prosecute Israeli nationals.[27] We believe this sanction raises serious questions about whether the underlying complaint reflects good-faith corporate accountability or a coordinated political pressure campaign.
The Rights Forum, another lead filing organization behind the complaint in the Netherlands, has adopted public positions that reflect a similar bias. In November 2025, it published an article on its institutional news platform arguing that armed Palestinian resistance against Israeli occupation is legitimate under international law, drawing comparisons between Palestinian armed resistance and historical anti-colonial movements such as the African National Congress.[28] Stockholders weighing Proposal 6’s “highly material” framing may want to consider that the underlying criminal complaint cited to in Proposal 6’s supporting statement is driven by a coalition that includes a U.S.-sanctioned non-governmental organization and an organization publicly defending violence.
Proposal 6 Mischaracterizes Its Cited Sources and Relies on Contested Authorities.
We believe Proposal 6 mischaracterizes the international frameworks it cites and relies on advocacy organizations that pursue boycott and divestment campaigns against Israel.
- International Court of Justice. The Proponent cites and mischaracterizes the International Court of Justice’s July 2024 advisory opinion. The opinion is a non-binding political statement that does not address the question of whether Booking Holdings, as a private company, is engaged in illegal or improper business activity.[38] [39] The U.S. government has expressed concerns that “the breadth of the court’s opinion will complicate efforts to resolve the conflict and bring about an urgently needed just and lasting peace with two states living side by side in peace and security,”[29] and “strongly discourage[d]” parties from using the opinion “as a pretext for further unilateral actions.”[30]
- UN Guiding Principles on Business and Human Rights (“UNGPs”). The UNGPs also appear to be mischaracterized in the proposal. The UNGPs are not a punitive instrument to promote boycotts and divestment, but rather a voluntary, cooperative framework that supports company engagement with stakeholders.[31]
- Amnesty International (“Amnesty”). Amnesty is also cited in support of Proposal 6 and has taken positions on Israel that ADL and JLens have long viewed as reflecting institutional bias. Amnesty has stated that “Israeli authorities deepened the apartheid system oppressing Palestinians in Israel and the Occupied Palestinian Territories, by implementing laws and policies of segregation, deprivation and forced displacement”[32] and has characterized recent Israeli operations in Gaza as “war crimes.”[33] An Amnesty report published in 2022 was found by ADL to “demonize and delegitimize” Israel.[34]
Beyond these broader concerns, Proposal 6 uses Amnesty to substantiate an incorrect claim about industry practices. The fifth WHEREAS clause asserts that “competitors, such as Airbnb, have acknowledged the business and reputational risks related to this issue and have committed to take ‘no profits’ from settlements.”[2] The framing implies Booking Holdings is out of step with industry peers. Actual industry practices, including those documented in the Amnesty source Proposal 6 cites, appear to directly contradict this claim.
Amnesty’s December 2020 press release groups Airbnb together with Booking.com, TripAdvisor, and Expedia as companies “fueling systematic human rights violations against Palestinians by listing hundreds of rooms and activities in Israeli settlements….”[35] All four companies continue to operate in Israel today, and none has chosen to withdraw voluntarily. Airbnb’s adoption of “no profits” arrangement in 2019 which saw the company donate profits from listings in Israeli settlements to not for profits,[36] was previously characterized by Amnesty as “shameful”[37] and Amnesty has described Airbnb as “deeply compromised” by its continued settlement listings[35]—directly contradicting Proposal 6’s suggestion that Airbnb has aligned with the position Proposal 6 advances.
By relying on groups with clear anti-Israel agendas and long-standing credibility concerns, we believe Proposal 6 intentionally skews perceptions of the Company’s lawful commercial activity, presenting it as suspect based on distorted and ideologically motivated information.
Conclusion: Vote AGAINST Proposal 6
ADL and JLens are issuing this memorandum to provide stockholders of Booking Holdings with information and perspective that we believe are relevant to evaluating Proposal 6 and that are not fully addressed elsewhere in the proxy materials. Proposal 6 is presented as a request for Board oversight of human rights risks, but we believe its scope and origin do not withstand scrutiny. The proposal singles out Israel-linked operations while leaving comparable operations in other geopolitically sensitive jurisdictions unaddressed. And the international authorities and advocacy organizations it cites — including Amnesty — do not, in our assessment, support Proposal 6’s claims.
Read in this context, Proposal 6 is clearly one piece of a broader, sustained pressure campaign against Booking Holdings. We believe approving it will not produce balanced governance disclosure. Rather, it would signal that shareholder proposals are an effective lever within that campaign—inviting further proposals of similar design at Booking Holdings and other companies with Israel-linked operations.
For the reasons set forth in this memorandum, we urge stockholders to vote AGAINST Proposal 6.
For more information, please contact Dani Nurick, JLens Director of Advocacy, at dani@jlensnetwork.org.
About the Anti-Defamation League
ADL is the leading anti-hate organization in the world. Founded in 1913 to protect the Jewish people, ADL works to stop the defamation of the Jewish people and secure justice and fair treatment to all. In the face of rising antisemitism and extremism, we protect, advocate and educate, through a mix of programs and services using the latest innovations and technology, and seek to create a world without hate. More at www.adl.org.
About JLens
Founded in 2012, JLens is a 501(c)(3) nonprofit and Registered Investment Advisor that empowers investors to align their capital with Jewish values and advocates for Jewish communal priorities in the corporate arena. The JLens Jewish Investor Network is composed of 40 Jewish institutions, representing $15 billion in communal capital. In 2022, JLens established an affiliation with ADL (the Anti-Defamation League), the leading anti-hate organization in the world. More at www.jlensnetwork.org.
This communication constitutes an exempt solicitation under Rule 14a-2(b)(1) of the Securities Exchange Act of 1934, as amended. Neither ADL nor JLens is seeking proxy authority. No proxy cards will be accepted. Please vote using Booking Holdings’ official proxy materials and instructions.
ENDNOTES
[1] SumOfUs is now Ekō, (February 7, 2023), https://actions.eko.org/a/sumofus-is-now-eko-help-us-reach-your-inbox-5.
[2] Booking Holdings Inc., Definitive Proxy Statement (Form DEF 14A), filed with the U.S. Securities and Exchange Commission (Apr. 21, 2026), https://d18rn0p25nwr6d.cloudfront.net/CIK0001075531/303c2df8-2e6a-4f41-9ed7-0352985fed12.pdf.
[3] ADL, Boycott, Divestment and Sanctions Campaign (BDS), (May 24, 2022), https://www.adl.org/resources/backgrounder/boycott-divestment-and-sanctions-campaign-bds.
[4] BDS Movement, Ethical Tourism (March 11, 2019), https://bdsmovement.net/pacbi/ethical-tourism.
[5] A Project of The American Friends Service Committee, Booking Holdings Inc (last visited May 1, 2026), https://investigate.afsc.org/company/booking-holdings.
[6] Who Profits Research Center, Booking.com (last visited May 1, 2026), https://www.whoprofits.org/companies/company/3768?booking-com.
[7] BDS Movement, Booking.com: Stop Profiting from War Crimes (last visited May 1, 2026), https://bdsmovement.net/bookingcom-stop-profiting-war-crimes.
[8] JLens & ADL, JLens and ADL Condemn UN Report Targeting Companies for Israel Ties (July 1, 2025), https://investjewishly.org/lens-and-adl-condemn-un-report-targeting-companies-for-israel-ties/.
[9] Marco Rubio, Sanctioning Lawfare that Targets U.S. and Israeli Persons, U.S. Department of State (July 9, 2025), https://www.state.gov/releases/office-of-the-spokesperson/2025/07/sanctioning-lawfare-that-targets-u-s-and-israeli-persons.
[10] NL Times, Booking.com headquarters in Amsterdam defaced and vandalized (October 7, 2024), https://nltimes.nl/2024/10/07/bookingcom-headquarters-amsterdam-defaced-vandalized.
[11] Sumaiya Motara, Booking.com Manchester headquarters crashed as pro-Palestine activists hit their newest target, Mancunian Matters, (November 11, 2024), https://www.mancunianmatters.co.uk/news/11112024-booking-com-manchester-headquarters-crashed-as-pro-palestine-activists-hit-their-newest-target/.
[12] NL Times, Police arrest five Pro-Palestinian protesters at Canal Parade in Amsterdam (August 2, 2025), https://nltimes.nl/2025/08/02/police-arrest-five-pro-palestinian-protesters-canal-parade-amsterdam.
[13] International Holocaust Remembrance Alliance, Working definition of antisemitism (last visited May 1, 2026), https://holocaustremembrance.com/resources/working-definition-antisemitism.
[14] Anti-Defamation League, The Boycott, Divestment and Sanctions Campaign (BDS) (May 24, 2022), https://www.adl.org/resources/backgrounder/boycott-divestment-and-sanctions-campaign-bds
[15] Email from Ekō (Lauren Post) to supporters, April 29, 2026 (on file with JLens).
[16] Microsoft Corporation, Notice of Exempt Solicitation (Form PX14A6G) submitted by Ekō, U.S. Securities and Exchange Commission (2025), https://www.sec.gov/Archives/edgar/data/0000789019/000121465925016907/j1117252px14a6g.htm
[17] Adri Nieuwhof, Insurer AXA helps Israel kill Palestinians and steal their land, Electronic Intifada (July 16, 2019), https://electronicintifada.net/blogs/adri-nieuwhof/insurer-axa-helps-israel-kill-palestinians-and-steal-their-land; BankTrack, SumOfUs Report Exposes French Insurer’s Complicity in War Crimes (July 8, 2019), https://www.banktrack.org/article/sumofus_report_exposes_french_insurers_complicity_in_war_crimes.
[18] BDS Movement, Investing in apartheid Israel: Ideology or Economic Interest? (December 4, 2023), https://bdsmovement.net/news/investing-apartheid-israel-ideology-or-economic-interest.
[19] Ekō, Chevron: Stop Fueling Genocide in Palestine, Campaign Petition (last visited May 1, 2026), https://action.eko.org/a/chevron-stop-fueling-genocide-in-palestine.
[20] Booking.com, accommodations search results for Yangon, Myanmar (last visited May 1, 2026), https://www.booking.com/searchresults.html?ss=Yangon%2C+Yangon+Region%2C+Myanmar&dest_id=-440623&dest_type=city&checkin=2026-05-12&checkout=2026-05-13.
[21] Booking.com, accommodations search results for Xinjiang, China (last visited May 1, 2026), https://www.booking.com/searchresults.html?ss=Xinjiang%2C+China&dest_id=3706&dest_type=region&checkin=2026-05-12&checkout=2026-05-13.
[22] Booking.com, accommodations search results for Yemen (last visited May 1, 2026), https://www.booking.com/searchresults.html?ss=Yemen&dest_id=235&dest_type=country&checkin=2026-05-12&checkout=2026-05-13.
[23] Tjitske Lingsma, Is Booking.com Profiting from War Crimes in Palestine?, JusticeInfo.net (May 23, 2024), https://www.justiceinfo.net/en/132249-is-booking-com-profiting-from-war-crimes-in-palestine.html.
[24] NL Times, Human rights org. seek charges against Booking.com over Israeli settlement rentals (April 12, 2026), https://nltimes.nl/2026/04/12/human-rights-org-seek-charges-bookingcom-israeli-settlement-rentals; SOMO, Court must decide on prosecution of Booking.com over money-laundering, (April 9, 2026), https://www.somo.nl/court-must-decide-on-prosecution-of-booking-com-over-money-laundering/.
[25] Id.; see also Al-Haq, Dutch Court of Appeal must decide on prosecution of Booking.com over money-laundering (April 9, 2026), https://www.alhaq.org/advocacy/27452.html.
[26] NL Times, Human rights org. seek charges against Booking.com over Israeli settlement rentals (April 12, 2026), https://nltimes.nl/2026/04/12/human-rights-org-seek-charges-bookingcom-israeli-settlement-rentals.
[27] Marco Rubio, Sanctioning Foreign NGOs Directly Engaged in ICC’s Illegitimate Targeting of Israel, U.S. Department of State (September 4, 2025), https://www.state.gov/releases/2025/09/sanctioning-foreign-ngos-directly-engaged-in-iccs-illegitimate-targeting-of-israel.
[28] The Rights Forum, Palestijns verzet mag ook gewapend [Palestinian Resistance May Also Be Armed] (November 12, 2025), https://rightsforum.org/palestijns-verzet-mag-ook-gewapend/.
[29] ‘Impunity Must End’: World Reacts to ICJ Ruling Against Israeli Occupation, Al Jazeera (July 20, 2024), https://www.aljazeera.com/news/2024/7/20/impunity-must-end-world-reacts-to-icj-ruling-against-israeli-occupation (quoting U.S. Department of State spokesperson statement to Reuters).
[30] Matthew Miller, Department Press Briefing – July 22, 2024, U.S. Department of State (July 22, 2024), https://2021-2025.state.gov/briefings/department-press-briefing-july-22-2024.
[31] OpinioJuris, Misreading Human Rights Due Diligence: A Response to Tara Van Ho (November 25, 2021), https://opiniojuris.org/2021/11/25/misreading-human-rights-due-diligence-a-response-to-tara-van-ho/.
[32] Amnesty International, Israel and Occupied Palestinian Territory, Annual Report (last visited May 1, 2026), https://www.amnesty.org/en/location/middle-east-and-north-africa/middle-east/israel-and-occupied-palestinian-territories/.
[33] Amnesty International, Israel/OPT: US-made munitions killed 43 civilians in two documented Israeli air strikes in Gaza – new investigation (December 5, 2023), https://www.amnesty.org/en/latest/news/2023/12/israel-opt-us-made-munitions-killed-43-civilians-in-two-documented-israeli-air-strikes-in-gaza-new-investigation/.
[34] Anti-Defamation League, The Boycott, Divestment and Sanctions Campaign (BDS) (May 24, 2022), https://www.adl.org/resources/backgrounder/boycott-divestment-and-sanctions-campaign-bds.
[35] Amnesty International, Airbnb listing: company is ‘deeply compromised’ by Israeli settlement properties (December 10, 2020), https://www.amnesty.org/en/latest/press-release/2020/12/airbnb-listing-company-is-deeply-compromised-by-israeli-settlement-properties/. The December 2020 press release both groups the four companies together and applies the “deeply compromised” characterization to Airbnb, allowing a single citation to cover both uses.
[36] NPR, Airbnb Reverses Plan to Remove Israeli Settlement Listings (April 10, 2019), https://www.npr.org/2019/04/10/711716178/airbnb-reverses-plan-to-remove-israeli-settlement-listings.
[37] Amnesty International, Israel/OPT: Reversal of Airbnb ban on illegal settlement listings deeply shameful (April 10, 2019), https://www.amnesty.org/en/latest/news/2019/04/israel-opt-reversal-of-airbnb-ban-on-illegal-settlement-listings-deeply-shameful/.
[38] International Court of Justice, “How the Court Works,” https://www.icj-cij.org/how-the-court-works (last visited May 11, 2026).
[39] ICJ Advisory Opinion of 19 July 2024, Summary, paras. 267–283, https://www.icj-cij.org/node/204176.
