UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) on April 23, 2025. At the 2025 Annual Meeting, Sabre’s stockholders approved the 2025 Omnibus Incentive Compensation Plan (the “2025 Omnibus Plan”) which was adopted by Sabre’s Board of Directors on February 28, 2025, subject to stockholder approval at the 2025 Annual Meeting. The effective date of the Plan is April 23, 2025.
Under the 2025 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 2025 Omnibus Plan is provided under the heading “Proposal 3: Approval of the Sabre Corporation 2025 Omnibus Incentive Compensation Plan” of Sabre’s Proxy Statement filed with the Securities and Exchange Commission on March 13, 2025, which description is incorporated by reference.
The foregoing description of the Plan is qualified in its entirety the text of the 2025 Omnibus Plan, which is included as Exhibit 10.1, and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) - (b) On February 24, 2025, the record date for the 2025 Annual Meeting, 386,069,567 shares of common stock were outstanding and entitled to vote at the 2025 Annual Meeting. The final results of voting on each of the matters submitted to a vote of stockholders at the 2025 Annual Meeting are as follows:
1. Stockholders elected each of George Bravante, Jr., Hervé Couturier, Kurt Ekert, Eric Kelly, Gail Mandel, Phyllis Newhouse, Elaine Paul, John Scott, Wendi Sturgis and Ashan Willy to Sabre’s Board of Directors, each to serve a one-year term to expire at Sabre’s 2026 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 |
306,548,812 | 2,994,853 | 542,328 | 33,052,099 | ||||||||||||
| Hervé Couturier |
307,195,779 | 2,339,729 | 550,485 | 33,052,099 | ||||||||||||
| Kurt Ekert |
307,257,098 | 2,570,752 | 258,143 | 33,052,099 | ||||||||||||
| Eric Kelly |
308,268,124 | 1,264,305 | 553,564 | 33,052,099 | ||||||||||||
| Gail Mandel |
305,230,471 | 4,305,541 | 549,981 | 33,052,099 | ||||||||||||
| Phyllis Newhouse |
304,714,894 | 4,819,544 | 551,555 | 33,052,099 | ||||||||||||
| Elaine Paul |
307,170,153 | 2,365,768 | 550,072 | 33,052,099 | ||||||||||||
| John Scott |
304,748,959 | 4,784,601 | 552,433 | 33,052,099 | ||||||||||||
| Wendi Sturgis |
305,969,128 | 3,468,340 | 648,525 | 33,052,099 | ||||||||||||
| Ashan Willy |
307,594,011 | 1,286,580 | 1,205,402 | 33,052,099 | ||||||||||||
2. Stockholders ratified the selection of Ernst & Young LLP as Sabre’s independent auditor for the fiscal year ending December 31, 2025, as set forth below.
| Votes For |
Votes Against |
Abstentions | ||
| 334,818,113 | 8,051,170 | 268,809 |
3. Stockholders approved the 2025 Omnibus Plan, as set forth below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 233,580,687 | 75,458,939 | 1,046,367 | 33,052,099 |
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 | |||
| 299,749,243 | 8,954,285 | 1,382,465 | 33,052,099 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Sabre Corporation 2025 Omnibus Incentive 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 25, 2025 | By: | /s/ Rochelle Boas | ||||
| Name: | Rochelle Boas | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||