Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 7, 2024 (June 5, 2024)

Global Business Travel Group, Inc.
(Exact name of Registrant as specified in its charter)

Delaware

001-39576

98-0598290

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

666 3rd Avenue, 4th Floor

New York, New York 10017
(Address of principal executive offices) (Zip Code)

(646) 344-1290
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which
registered

Class A common stock, par value of $0.0001 per share

GBTG

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 5, 2024 (the “Annual Meeting”). The following proposals were submitted to the stockholders at the Annual Meeting:

To elect four Class II directors to serve for a three-year term of office expiring at the 2027 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; and

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024.

The number of shares of common stock entitled to vote at the Annual Meeting was 472,617,208, shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A 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 404,153,004. The following proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting, and the voting results were as follows:

(1)Election of Directors: The four nominees named in the Company’s 2024 proxy statement were elected to serve a three-year term expiring at the 2027 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
Mohammed Saif S.S. Al-Sowaidi	394,115,029	893,174	29,005	9,115,796
James Bush	393,244,552	1,778,084	14,572	9,115,796
Alexander Drummond	394,435,250	588,922	13,036	9,115,796
Susan Ward	394,939,498	87,483	10,227	9,115,796

(2)Ratification of Appointment of Independent Registered Accounting Firm: The appointment of KPMG LLP to serve as the Company’s independent registered accounting firm for fiscal year 2024 was ratified as follows:


FOR	AGAINST	ABSTAIN
403,490,391	652,743	9,870

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 7, 2024

Cover	Jun. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	Global Business Travel Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39576
Entity Tax Identification Number	98-0598290
Entity Address, Address Line One	666 3rd Avenue
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	646
Local Phone Number	344-1290
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value of $0.0001 per share
Trading Symbol	GBTG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001820872