UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described in Item 5.07 below, Sabre Corporation (“Sabre”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) on April 24, 2024. At the 2024 Annual Meeting, Sabre’s stockholders approved the 2024 Omnibus Incentive Compensation Plan (the “2024 Omnibus Plan”) and the 2024 Director Equity Compensation Plan (the “2024 Director Plan”) (the “Plans”), each of which was adopted by Sabre’s Board of Directors on March 4, 2024, subject to stockholder approval at the 2024 Annual Meeting. The effective date of each of the Plans is April 24, 2024.
Under the 2024 Omnibus Plan, eligible participants may be granted certain awards, including cash incentive awards, incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards. A description of the material terms and conditions of the 2024 Omnibus Plan is provided under the heading “Proposal 3: Approval of the Sabre Corporation 2024 Omnibus Incentive Compensation Plan” of Sabre’s Proxy Statement filed with the Securities and Exchange Commission on March 15, 2024, which description is incorporated by reference.
Under the 2024 Director Plan, eligible directors may be granted certain awards, including cash awards, non-qualified stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards. A description of the material terms and conditions of the 2024 Director Plan is provided under the heading “Proposal 4: Approval of the Sabre Corporation 2024 Director Equity Compensation Plan” of Sabre’s Proxy Statement filed with the Securities and Exchange Commission on March 15, 2024, which description is incorporated herein by reference.
The foregoing description of the Plans is qualified in its entirety the text of the 2024 Omnibus Plan and the 2024 Director Plan, which is included as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2024 Annual Meeting, Sabre’s stockholders approved an amendment to Sabre’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). Article VII, Section 1 of the Certificate of Incorporation has been amended to provide for the elimination of monetary liability of certain officers of Sabre in certain limited circumstances, as permitted by Delaware law.
The amendment to the Certificate of Incorporation was filed with the office of the Secretary of State of the State of Delaware on April 24, 2024 and is effective as of that date. The foregoing description of the amendment to the Certificate of Incorporation is qualified in its entirety to the text of the amendment to the Certificate of Incorporation, which is included as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) - (b) On February 26, 2024, the record date for the 2024 Annual Meeting, 379,494,365 shares of common stock were outstanding and entitled to vote at the 2024 Annual Meeting. The final results of voting on each of the matters submitted to a vote of stockholders at the 2024 Annual Meeting are as follows:
1. Stockholders elected each of George Bravante, Jr., Hervé Couturier, Kurt Ekert, Gail Mandel, Phyllis Newhouse, Elaine Paul, Karl Peterson, Gregg Saretsky, John Scott, and Wendi Sturgis to Sabre’s Board of Directors, each to serve a one-year term to expire at Sabre’s 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, as set forth below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| George Bravante |
254,829,929 | 5,799,614 | 25,436,471 | 39,204,861 | ||||||||||||
| Hervé Couturier |
254,884,406 | 5,768,960 | 25,412,648 | 39,204,861 | ||||||||||||
| Kurt Ekert |
254,956,947 | 5,712,925 | 25,396,142 | 39,204,861 | ||||||||||||
| Gail Mandel |
254,756,036 | 5,907,771 | 25,402,207 | 39,204,861 | ||||||||||||
| Phyllis Newhouse |
249,414,902 | 10,847,127 | 25,803,985 | 39,204,861 | ||||||||||||
| Elaine Paul |
256,552,354 | 4,110,004 | 25,403,656 | 39,204,861 | ||||||||||||
| Karl Peterson |
233,317,603 | 27,277,078 | 25,471,333 | 39,204,861 | ||||||||||||
| Gregg Saretsky |
254,285,072 | 6,376,783 | 25,404,159 | 39,204,861 | ||||||||||||
| John Scott |
252,444,405 | 8,203,748 | 25,417,861 | 39,204,861 | ||||||||||||
| Wendi Sturgis |
253,677,549 | 6,987,927 | 25,400,538 | 39,204,861 | ||||||||||||
2. Stockholders ratified the selection of Ernst & Young LLP as Sabre’s independent auditor for the fiscal year ending December 31, 2024, as set forth below.
| Votes For |
Votes Against |
Abstentions | ||
| 294,739,256 | 15,310,546 | 15,221,073 |
3. Stockholders approved the 2024 Omnibus Plan, as set forth below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 195,574,306 | 64,785,768 | 25,705,940 | 39,204,861 |
4. Stockholders approved the 2024 Director Plan, as set forth below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 253,043,179 | 17,499,067 | 15,523,768 | 39,204,861 |
5. Stockholders approved an amendment to the Certificate of Incorporation regarding officer exculpation, as set forth below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 247,033,491 | 24,043,198 | 14,989,325 | 39,204,861 |
6. Stockholders approved the advisory and non-binding resolution to approve Sabre’s compensation of its named executive officers, as set forth below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 253,579,806 | 6,661,713 | 25,824,495 | 39,204,861 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Amendment to Certificate of Incorporation of Sabre Corporation. | |
| 10.1 | Sabre Corporation 2024 Omnibus Incentive Compensation Plan. | |
| 10.2 | Sabre Corporation 2024 Director Equity Compensation Plan. | |
| 104 | Cover Page Interactive Data File—formatted as Inline XBRL. | |
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.
| Sabre Corporation | ||||||
| Dated: April 26, 2024 | By: | /s/ Ann J. Bruder | ||||
| Name: | Ann J. Bruder | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||