Sabre (NASDAQ: SABR) investors back 2026 incentive and director equity plans

Rhea-AI Filing Summary

Sabre Corporation reported results of its 2026 Annual Meeting of Stockholders held on April 29, 2026. Stockholders approved the 2026 Omnibus Incentive Compensation Plan and the 2026 Director Equity Compensation Plan, both effective April 29, 2026, supporting ongoing equity- and cash-based compensation programs for employees and directors.

Sabre states that 395,173,142 shares of common stock were outstanding and entitled to vote as of the March 2, 2026 record date. Stockholders also voted on the election of directors and other matters, with detailed vote totals provided, including broker non-votes.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding on record date: 395,173,142 shares Director vote for Damian McKay: 275,034,303 votes for Broker non-votes on director items: 35,400,334 broker non-votes +3 more

6 metrics

Shares outstanding on record date 395,173,142 shares Common stock outstanding and entitled to vote as of March 2, 2026

Director vote for Damian McKay 275,034,303 votes for Election of director, with additional 2,468,424 against and 2,049,929 abstentions

Broker non-votes on director items 35,400,334 broker non-votes Consistent broker non-votes reported across the director election items

Proposal vote – high support 308,255,639 votes for Aggregate votes for a stockholder proposal, with 6,562,978 against and 134,373 abstentions

Proposal vote including broker non-votes 244,306,728 votes for Proposal result showing 23,801,666 against, 11,444,262 abstentions, and 35,400,334 broker non-votes

Director plan-related proposal vote 236,547,802 votes for Proposal with 31,418,800 against, 11,586,054 abstentions, and 35,400,334 broker non-votes

Key Terms

2026 Omnibus Incentive Compensation Plan, 2026 Director Equity Compensation Plan, restricted stock unit awards, stock appreciation rights, +2 more

6 terms

2026 Omnibus Incentive Compensation Plan financial

"stockholders approved the 2026 Omnibus Incentive Compensation Plan (the “2026 Omnibus Plan”)"

2026 Director Equity Compensation Plan financial

"approved the 2026 Omnibus Incentive Compensation Plan ... and the 2026 Director Equity Compensation Plan"

restricted stock unit awards financial

"including cash incentive awards, incentive stock options ... and restricted stock unit awards"

Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.

stock appreciation rights financial

"may be granted certain awards, including ... stock appreciation rights, restricted stock awards"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

record date regulatory

"On March 2, 2026, the record date for the 2026 Annual Meeting, 395,173,142 shares"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes financial

"Abstentions | | Broker Non-Votes 188,767,150 | | 79,308,617 | | 11,476,889 | | 35,400,334"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

Sabre Corp false 0001597033 0001597033 2026-04-29 2026-04-29

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): April 29, 2026

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $.01 par value		SABR		The Nasdaq Stock Market LLC

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 5.02 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 Sabre Corporation 2026 Omnibus Incentive Compensation Plan.

10.2 Sabre Corporation 2026 Director Equity 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: May 1, 2026				By:		/s/ Rochelle Boas
				Name:		Rochelle Boas
				Title:		Executive Vice President and Chief Legal Officer

FAQ

What did Sabre (SABR) stockholders approve at the 2026 Annual Meeting?

Sabre stockholders approved the 2026 Omnibus Incentive Compensation Plan and the 2026 Director Equity Compensation Plan. These plans allow a range of cash and equity awards for employees and directors, including options, restricted stock, and restricted stock units, effective April 29, 2026.

When was the record date and how many Sabre (SABR) shares were entitled to vote?

The record date for Sabre’s 2026 Annual Meeting was March 2, 2026, with 395,173,142 common shares outstanding and entitled to vote. This share count determines which stockholders could participate in electing directors and deciding on the compensation plans.

What types of awards are permitted under Sabre’s 2026 Omnibus Plan?

The 2026 Omnibus Plan permits cash incentive awards, incentive and non-qualified stock options, stock appreciation rights, restricted stock, and restricted stock units. These tools support Sabre’s long-term compensation strategy for eligible participants, aligning pay with performance and shareholder interests.

What kinds of compensation can directors receive under Sabre’s 2026 Director Plan?

Under the 2026 Director Equity Compensation Plan, eligible directors may receive cash awards, non-qualified stock options, stock appreciation rights, restricted stock, and restricted stock units. The plan formalizes how Sabre grants equity-linked compensation to its board members from April 29, 2026 onward.

Were directors elected at Sabre’s 2026 Annual Meeting and how were votes recorded?

Sabre’s filing shows detailed vote counts for each director nominee, including votes for, votes against, abstentions, and broker non-votes. These totals indicate that nominees received substantial support from voting stockholders, consistent with approval of the company’s proposed board slate.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 117.7 KB
• EX-10.2 EX-10.2 93.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB