Sabre Corporation

04/25/2025 | Press release | Distributed by Public on 04/25/2025 04:09

Proxy Results, Management Change/Compensation (Form 8-K)

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-qualifiedstock 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-yearterm 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-bindingresolution 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