8-K
Sabre Corp false 0001597033 0001597033 2022-04-27 2022-04-27 0001597033 us-gaap:CommonStockMember 2022-04-27 2022-04-27 0001597033 us-gaap:SeriesAPreferredStockMember 2022-04-27 2022-04-27

 

 

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): April 27, 2022

 

 

SABRE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36422   20-8647322

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3150 Sabre Drive

Southlake, TX

  76092
(Address of principal executive offices)   (Zip Code)

(682) 605-1000

(Registrant’s telephone number, including area code)

 

 

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

 

Name of each exchange

on which registered

Common Stock, $.01 par value   SABR   The Nasdaq Stock Market LLC
6.50% Series A Mandatory Convertible Preferred Stock   SABRP   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If 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 5.02

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 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) on April 27, 2022. At the 2022 Annual Meeting, Sabre’s stockholders approved the Sabre Corporation 2022 Director Equity Compensation Plan (the “2022 Director Plan”), which was adopted by Sabre’s Board of Directors on March 3, 2022, subject to stockholder approval at the 2022 Annual Meeting. The effective date of the 2022 Director Plan is April 27, 2022.

Under the 2022 Director Plan eligible directors may be granted certain awards, including cash awards, stock options and stock appreciation rights, and other stock-based awards. A description of the material terms and conditions of the 2022 Director Plan is provided under the heading “Proposal 3: Approval of the Sabre Corporation 2022 Director Equity Compensation Plan” of Sabre’s 2022 Proxy Statement, which description is incorporated herein by reference.

The foregoing description of the Plan is qualified in its entirety to the text of the 2022 Director Equity Compensation Plan which is included as Exhibit 10.1 and incorporated by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders

(a)- (b) On March 1, 2022, the record date for the 2022 Annual Meeting, 323,530,762 shares of common stock were outstanding and entitled to vote at the 2022 Annual Meeting. The final results of voting on each of the matters submitted to a vote of stockholders at the 2022 Annual Meeting are as follows:

1.    Stockholders elected each of George Bravante, Jr., Hervé Couturier, Gail Mandel, Sean Menke, Phyllis Newhouse, Karl Peterson, Zane Rowe, 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 2023 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, Jr.

   248,610,018    1,583,695    164,120    30,500,254

Hervé Couturier

   249,120,194    1,112,401    125,238    30,500,254

Gail Mandel

   249,097,061    1,097,714    163,057    30,500,254

Sean Menke

   246,292,006    3,913,398    152,429    30,500,254

Phyllis Newhouse

   249,105,203    1,088,343    164,288    30,500,254

Karl Peterson

   151,868,297    98,358,350    131,187    30,500,254

Zane Rowe

   247,230,465    3,000,403    126,965    30,500,254

Gregg Saretsky

   249,159,118    1,075,807    122,908    30,500,254

John Scott

   241,428,533    8,808,312    120,988    30,500,254

Wendi Sturgis

   243,871,707    6,364,638    121,488    30,500,254

2.    Stockholders ratified the selection of Ernst & Young LLP as Sabre’s independent auditor for the fiscal year ending December 31, 2022, as set forth below.

 

Votes For

 

Votes Against

 

Abstentions

268,713,945   12,004,471   139,671

3.    Stockholders approved the 2022 Director Plan, as set forth below.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

247,568,257   2,673,850   115,727   30,500,254

4.    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

235,535,168   14,621,959   200,706   30,500,254

Item 9.01 - Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
Number
   Description
10.1    Sabre Corporation 2022 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 29, 2022     By:  

/s/ Douglas E. Barnett

   

Name:

Title:

  Douglas E. Barnett
    Executive Vice President and Chief Financial Officer