Current Report · Items 5.07 · 8-K
Global Business Travel Group, Inc.
GBTGNYSEEQUITYCurrent
Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. On August 3, 2026, Global Business Travel Group, Inc., a Delaware corporation (the “Company”), held a virtual special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S.…
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 3, 2026, Global Business Travel Group, Inc., a Delaware corporation (the “Company”), held a virtual special meeting of
stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 6, 2026 and first mailed to the Company’s stockholders on or about July
6, 2026. A total of 522,373,443 shares of the Company’s Class A common stock, par value $0.0001 per share (“common stock”) were entitled to vote as of the close of business on July 6, 2026, the record date for the Special Meeting, and 496,040,291
shares of the Company’s common stock issued and outstanding were present at the Special Meeting or represented by proxy at the Special Meeting, representing approximately 94.95% of those shares entitled to vote, which constituted a quorum.
The following proposals were submitted to the Company’s stockholders at the Special Meeting, other than Proposal 3, which was rendered
moot because there were sufficient votes to approve the Merger Proposal, and the final voting results are set forth below:
Proposal 1: Merger Proposal
Proposal to adopt the Agreement and Plan of Merger, dated as of May 2, 2026 (as it may be amended, supplemented or otherwise modified
from time to time, the “Merger Agreement”), by and among the Company, Gaia Purchaser, Inc., a Delaware corporation (“Parent”), and Gaia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the
terms of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”) (the “Merger Proposal”).
FOR AGAINST ABSTAIN
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495,937,250 74,615 28,426
This proposal was approved by the Company’s stockholders at the Special Meeting.
Proposal 2: Advisory Compensation Proposal
Proposal to approve, on an advisory, non-binding basis, the specified compensation that will or may be paid or may become payable to
the Company’s named executive officers in connection with the Merger.
FOR AGAINST ABSTAIN
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474,837,275 20,989,516 213,500
This proposal was approved by the Company’s stockholders at the Special Meeting.
Proposal 3: Adjournment Proposal
Because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, adjournment of the Special
Meeting was not necessary or appropriate. Accordingly, Proposal 3 was rendered moot and was not presented at the Special Meeting.