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 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) on April 26, 2023. At the 2023 Annual Meeting, Sabre’s stockholders approved the Sabre Corporation 2023 Omnibus Incentive Compensation Plan (the “2023 Omnibus Plan”), which was adopted by Sabre’s Board of Directors on March 3, 2023, subject to stockholder approval at the 2023 Annual Meeting. The effective date of the 2023 Omnibus Plan is April 26, 2023.
Under the 2023 Omnibus Plan, eligible participants may be granted certain awards, including cash incentive awards, stock options and stock appreciation rights, and other stock-based awards. A description of the material terms and conditions of the 2023 Omnibus Plan is provided under the heading “Proposal 3: Approval of the Sabre Corporation 2023 Omnibus Incentive Compensation Plan” of Sabre’s proxy statement filed with the Securities and Exchange Commission on March 16, 2023, which description is incorporated herein by reference.
The foregoing description of the Plan is qualified in its entirety to the text of the 2023 Omnibus Incentive 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 February 28, 2023, the record date for the 2023 Annual Meeting, 328,592,810 shares of common stock were outstanding and entitled to vote at the 2023 Annual Meeting. The final results of voting on each of the matters submitted to a vote of stockholders at the 2023 Annual Meeting are as follows:
1. Stockholders elected each of George Bravante, Jr., Hervé Couturier, Kurt Ekert, Rachel Gonzalez, 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 2024 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. |
249,442,256 | 5,884,444 | 522,834 | 33,131,423 | ||||
| Hervé Couturier |
249,469,155 | 5,858,751 | 521,628 | 33,131,423 | ||||
| Kurt Ekert |
254,555,762 | 1,056,936 | 236,836 | 33,131,423 | ||||
| Rachel Gonzalez |
247,401,546 | 7,942,200 | 505,788 | 33,131,423 | ||||
| Gail Mandel |
249,495,810 | 5,833,265 | 520,459 | 33,131,423 | ||||
| Sean Menke |
251,857,044 | 3,757,090 | 235,400 | 33,131,423 | ||||
| Phyllis Newhouse |
229,620,691 | 25,711,037 | 517,806 | 33,131,423 | ||||
| Karl Peterson |
206,139,663 | 49,186,079 | 523,792 | 33,131,423 | ||||
| Zane Rowe |
253,478,294 | 1,849,940 | 521,300 | 33,131,423 | ||||
| Gregg Saretsky |
240,269,687 | 15,058,035 | 521,812 | 33,131,423 | ||||
| John Scott |
251,140,130 | 4,187,264 | 522,140 | 33,131,423 | ||||
| Wendi Sturgis |
252,209,251 | 3,121,529 | 518,754 | 33,131,423 |
2. Stockholders ratified the selection of Ernst & Young LLP as Sabre’s independent auditor for the fiscal year ending December 31, 2023, as set forth below.
| Votes For |
Votes Against |
Abstentions | ||
| 278,868,602 | 9,894,359 | 217,996 |
3. Stockholders approved the 2023 Omnibus Plan, as set forth below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 238,913,906 | 16,531,330 | 404,298 | 33,131,423 |
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 | |||
| 241,806,084 | 13,695,432 | 348,018 | 33,131,423 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Sabre Corporation 2023 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 28, 2023 | By: | /s/ Michael Randolfi | ||||
| Name: | Michael Randolfi | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||