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 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on April 29, 2026. At the 2026 Annual Meeting, Sabre’s stockholders approved the 2026 Omnibus Incentive Compensation Plan (the “2026 Omnibus Plan”) and the 2026 Director Equity Compensation Plan (the “2026 Director Plan”) (the “Plans”), each of which was adopted by Sabre’s Board of Directors in March 2026, subject to stockholder approval at the 2026 Annual Meeting. The effective date of each of the Plans is April 29, 2026.
Under the 2026 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 2026 Omnibus Plan is provided under the heading “Proposal 3: Approval of the Sabre Corporation 2026 Omnibus Incentive Compensation Plan” of Sabre’s Proxy Statement filed with the Securities and Exchange Commission on March 19, 2026, which description is incorporated by reference.
Under the 2026 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 2026 Director Plan is provided under the heading “Proposal 4: Approval of the Sabre Corporation 2026 Director Equity Compensation Plan” of Sabre’s Proxy Statement filed with the Securities and Exchange Commission on March 19, 2026 which description is incorporated herein by reference.
The foregoing description of the Plans is qualified in its entirety the text of the 2026 Omnibus Plan and the 2026 Director Plan, which is included as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) - (b) On March 2, 2026, the record date for the 2026 Annual Meeting, 395,173,142 shares of common stock were outstanding and entitled to vote at the 2026 Annual Meeting. The final results of voting on each of the matters submitted to a vote of stockholders at the 2026 Annual Meeting are as follows:
| 1. | Stockholders elected each of George Bravante, Jr., Hervé Couturier, Kurt Ekert, Eric Kelly, Gail Mandel, Damian McKay, Phyllis Newhouse, Elaine Paul, John Scott, and Ashan Willy to Sabre’s Board of Directors, each to serve a one-year term to expire at Sabre’s 2027 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. |
270,927,170 | 6,560,857 | 2,064,629 | 35,400,334 | ||||||||||||
| Hervé Couturier |
274,282,287 | 3,240,408 | 2,029,961 | 35,400,334 | ||||||||||||
| Kurt Ekert |
274,236,120 | 3,289,908 | 2,026,628 | 35,400,334 | ||||||||||||
| Eric Kelly |
274,368,814 | 3,121,154 | 2,062,688 | 35,400,334 | ||||||||||||
| Gail Mandel |
272,786,954 | 4,755,631 | 2,010,071 | 35,400,334 | ||||||||||||
| Damian McKay |
275,034,303 | 2,468,424 | 2,049,929 | 35,400,334 | ||||||||||||
| Phyllis Newhouse |
272,869,263 | 4,694,131 | 1,989,262 | 35,400,334 | ||||||||||||
| Elaine Paul |
274,195,140 | 3,305,568 | 2,051,948 | 35,400,334 | ||||||||||||
| John Scott |
273,076,577 | 4,412,731 | 2,063,348 | 35,400,334 | ||||||||||||
| Ashan Willy |
274,362,143 | 3,125,047 | 2,065,466 | 35,400,334 | ||||||||||||
| 2. | Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026, as set forth below: |
| Votes For |
Votes Against |
Abstentions | ||
| 308,255,639 | 6,562,978 | 134,373 |
| 3. | Stockholders approved the 2026 Omnibus Plan, as set forth below. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 188,767,150 | 79,308,617 | 11,476,889 | 35,400,334 |
| 4. | Stockholders approved the 2026 Director Plan, as set forth below. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 244,306,728 | 23,801,666 | 11,444,262 | 35,400,334 |
| 5. | 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 | |||
| 236,547,802 | 31,418,800 | 11,586,054 | 35,400,334 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 |
| 10.2 |
| 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: May 1, 2026 | By: | /s/ Rochelle Boas | ||||
| Name: | Rochelle Boas | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||