Form 8-K

 

 

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): May 23, 2018

 

 

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))

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At Sabre’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), Sabre’s stockholders approved amendments to Sabre’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to increase the maximum size of the Board of Directors to 13 directors and to declassify the Board of Directors so that, by the 2021 Annual Meeting of Stockholders, all Directors will be elected annually, each as described in more detail in Item 5.07 below. A Certificate of Amendment to the Certificate of Amendment was filed with the office of the Secretary of State of the State of Delaware on May 23, 2018 and is effective as of that date. This description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment attached as Exhibit 3.1 and incorporated by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) - (b)     Sabre’s 2018 Annual Meeting was held on Wednesday, May 23, 2018. On March 26, 2018, the record date for the 2018 Annual Meeting, 275,509,510 shares of common stock were outstanding and entitled to vote at the 2018 Annual Meeting. The final results of voting on each of the matters submitted to a vote of stockholders at the 2018 Annual Meeting are as follows:

 

1. Stockholders elected each of Hervé Couturier, Lawrence W. Kellner, Judy Odom and Karl Peterson to Sabre’s Board of Directors, each to serve a three-year term to expire at Sabre’s 2021 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

Hervé Couturier

   236,881,962    1,284,286    108,017    10,130,651

Lawrence W. Kellner

   195,821,585    42,341,020    111,660    10,130,651

Judy Odom

   235,604,933    2,571,453    97,879    10,130,651

Karl Peterson

   180,516,486    57,649,954    107,825    10,130,651

 

2. Stockholders ratified the selection of Ernst & Young LLP as Sabre’s independent auditor for the fiscal year ending December 31, 2018, as set forth below.

 

Votes For

  

Votes Against

  

Abstentions

242,341,677

   5,954,868    108,371

 

3. Stockholders approved an amendment to Sabre’s Certificate of Incorporation to increase the maximum size of the Board of Directors to 13 directors.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

238,119,739

   50,158    104,368    10,130,651

 

4. Stockholders approved an amendment to Sabre’s Certificate of Incorporation to declassify the Board of Directors.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

238,012,214

   46,857    215,194    10,130,651

 

5. Stockholders approved the non-binding advisory vote on the compensation of Sabre’s named executive officers.

 

Votes For

  

Votes Against

  

Abstentions

   Broker Non-Votes

192,580,946

   45,569,811    123,508    10,130,651

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  

Description

3.1    Certificate of Amendment as filed with the Secretary of State of the State of Delaware on May 23, 2018.


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 24, 2018     By:  

/s/ Richard A. Simonson

    Name:   Richard A. Simonson
    Title:   Executive Vice President and Chief Financial Officer