Sabre (NASDAQ: SABR) grants Constellation board seat and accelerates rights plan end
Rhea-AI Filing Summary
Sabre Corporation entered into a strategic governance agreement with Constellation Software and its affiliate, under which Sabre will appoint Damian McKay, CEO of Vela Software Group, to its board and nominate him for election at the 2026 annual meeting.
The Constellation parties, which beneficially own approximately 12.7% of Sabre’s shares, agreed to standstill and voting commitments during a specified period, including a cap on aggregate ownership at 15%. Sabre also amended its shareholder rights agreement to accelerate its expiration on March 6, 2026 and will eliminate the related Series B preferred stock designation.
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Insights
Sabre adds a Constellation representative to its board and ends a short-lived rights plan.
Sabre has formalized a strategic governance agreement with Constellation Software, giving Constellation board representation through Damian McKay. In exchange, Constellation accepts a cap of
The agreement includes detailed voting commitments, with limited flexibility when proxy advisors oppose the board on certain matters and full discretion on Extraordinary Transactions and takeover defenses. This structure can temper activist-style pressure while still allowing Constellation to diverge where the agreement permits.
Sabre also amended its Rights Agreement to accelerate its Final Expiration Date to the business day after the Acceleration Date, effectively terminating the shareholder rights plan on
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Strategic Governance Agreement
On March 5, 2026 (the “Effective Date”), Sabre Corporation, a Delaware corporation (the “Company”) entered into a Strategic Governance Agreement (the “Agreement”) with Constellation Canadian Holdings Inc., an Ontario corporation and Constellation Software Inc., an Ontario corporation (each, a “Constellation Party,” and collectively, the “Constellation Parties”) pursuant to which, among other things, the Company agreed to, as promptly as practicable, but in any event no later than 10 business days following the Effective Date, take all necessary actions to appoint Damian McKay (the “New Director”) as a member of the Company’s board of directors (the “Board”) with a term expiring at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). In addition, the Company agreed to nominate the New Director for election at the 2026 Annual Meeting, recommend that the Company’s stockholders vote to elect the New Director at the 2026 Annual Meeting and use its reasonable best efforts to obtain the election of the New Director at the 2026 Annual Meeting.
Pursuant to the Agreement, the Constellation Parties are subject to certain customary standstill restrictions, including that they will not acquire Beneficial Ownership (as defined in the Agreement) of and economic exposure to more than 15% of the Company’s outstanding shares of Common Stock, par value $0.01 per share, in the aggregate, from the Effective Date until the later of (i) the earlier of (a) 30 days prior to the director nomination deadline for the Company’s 2027 annual meeting of stockholders and (b) 120 days prior to the first anniversary of the 2026 Annual Meeting, and (ii) 10 days after the date on which the New Director ceases to serve on the Board (the “Specified Period”). The Constellation Parties have also agreed to vote in a manner consistent with the recommendation of the Board during the Specified Period; provided, however, that, except with respect to the 2026 Annual Meeting, if Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any proposals (other than as related to the election or removal of directors), the Constellation Parties are permitted to vote in accordance with the ISS or Glass Lewis recommendation; provided, further, that the Constellation Parties are permitted to vote in their sole discretion on any proposal with respect to an Extraordinary Transaction (as defined in the Agreement) or that relates to the implementation of takeover defenses. The Agreement also contains certain customary mutual non-disparagement provisions and confidentiality provisions.
In addition, pursuant to the Agreement, in connection with the appointment of the New Director, the Constellation Parties irrevocably withdraw, and are deemed to have irrevocably withdrawn, the director nomination notice previously delivered to the Company. Further, pursuant to the Agreement, the Company agreed to within two business days after the Effective Date (the “Acceleration Date”) amend the Rights Agreement, dated as of March 1, 2026 (the “Rights Agreement”), by and between the Company and Equiniti Trust Company, LLC, as rights agent (the “Rights Agent”), such that the Final Expiration Date (as defined in the Rights Agreement) is accelerated to the next immediate business day following the Acceleration Date.
On March 5, 2026, the Company entered into an amendment (the “Rights Agreement Amendment”) to the Rights Agreement with the Rights Agent accelerating the expiration of the Rights Agreement and terminating the preferred stock purchase rights, effective at the close of business on March 6, 2026.
The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
The description of the Agreement and the Rights Agreement Amendment herein do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement and the Rights Agreement Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Rights Agreement Amendment is incorporated into this Item 1.02 by reference.
| Item 3.03 | Material Modifications to Rights of Security Holders. |
The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Rights Agreement Amendment is incorporated into this Item 3.03 by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in Item 1.01 is incorporated into this Item 5.02 by reference.
On March 5, 2026, pursuant to the Agreement, the Board appointed Damian McKay, age 54, to serve as a director of the Company effective as promptly as practicable after, and in no event later than ten business days after, the Effective Date. Mr. McKay will serve for an initial term expiring at the 2026 Annual Meeting or until his earlier resignation or removal. The Board also appointed Mr. McKay as a member of the Technology Committee of the Board.
The Board has determined that Mr. McKay is an independent director according to NASDAQ listing standards. As a director, Mr. McKay will participate in the Company’s non-employee director compensation program. Currently under this program, he is entitled to receive an annual cash retainer of $90,000, as well as an annual cash retainer for service on committees of the Board. Also currently under the program, he is eligible to receive a restricted stock unit award on the date of his appointment to the Board, as well as beginning in 2027 an annual restricted stock unit award on the date of the Company’s annual meeting of stockholder, in each case with a grant date value of $200,000 and vesting in full on the first anniversary of the date of grant. Other than the Agreement, there are no arrangements or understandings between Mr. McKay and other persons pursuant to which he was selected as a director and the Company is not aware of any transaction with the New Director that would require disclosure under Item 404(a) of Regulation S-K.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the adoption of the Rights Agreement, on March 1, 2026, the Company filed a Certificate of Designations of Series B Preferred Stock with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the Series B Preferred Stock issuable upon exercise of the Rights (the “Preferred Shares”). Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company will file a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock, par value $0.01 per share.
The foregoing summary of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of the form of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 5, 2026, the Company issued a press release announcing the events described in Items 1.01 and 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto and furnished as Exhibit 99.1.
The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Form of Certificate of Elimination of Series B Preferred Stock of Sabre Corporation. | |
| 4.1 | Amendment, dated March 5, 2026, to Rights Agreement, dated March 1, 2026, between Sabre Corporation and Equiniti Trust Company, LLC, as rights agent. | |
| 10.1 | Strategic Governance Agreement, dated as of March 5, 2026, by and among Sabre Corporation, Constellation Software Inc. and Constellation Canadian Holdings Inc. | |
| 99.1 | Press Release, dated March 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
Dated: March 5, 2026
| Sabre Corporation | ||
| By: | /s/ Rochelle Boas | |
| Name: | Rochelle Boas | |
| Title: | Executive Vice President and Chief Legal Officer | |
Exhibit 99.1
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Sabre and Constellation Software Enter into Strategic Governance Agreement
Sabre Appoints Damian McKay to Board of Directors
as a Representative of Constellation
SOUTHLAKE, Texas and TORONTO, Ontario, March 5, 2026 — Sabre Corporation (NASDAQ: SABR) (“Sabre” or the “Company”), a leading global travel technology company, and Constellation Software Inc. (TSX: CSU) (“Constellation”) a global, diversified technology provider that manages and builds vertical market software businesses and a beneficial owner of approximately 12.7% of Sabre’s outstanding shares, today announced that following constructive discussions, the companies have entered into a strategic governance agreement. In connection with the agreement, Sabre will appoint Damian McKay, Chief Executive Officer of Vela Software Group, an operating group division of Constellation, to its Board of Directors.
Kurt Ekert, President and CEO of Sabre, commented: “We are pleased to reach this agreement with Constellation, which validates the progress we’ve made to sharpen our focus toward ushering in the next age of travel, underpinned by new and underpenetrated growth opportunities. We look forward to continuing to build a productive partnership together that focuses on long-term growth, durable returns, and accelerating innovation across the travel ecosystem.”
Gail Mandel, Chair of Sabre’s Board of Directors, commented: “We are pleased to welcome Damian to the Sabre Board. Damian is an experienced leader who brings a deep understanding of vertical market software businesses and the complex industries that they support. His perspective and relevant expertise will be valuable as Sabre continues to execute on our strategic priorities.”
Mark Miller, President of Constellation Software, commented: “Sabre is a great company in a highly attractive market. Global travel continues at record levels, and our investment in Sabre reflects our confidence in the Company. We are pleased to work with the Sabre Board and management team as a minority investor and long-term strategic partner.”
Damian McKay commented: “I am excited to join the Sabre Board. I am committed to contributing my experience to support Sabre’s continued success in delivering value to clients and shareholders.”
The terms of the strategic governance agreement will be filed as an exhibit to a Form 8-K with the U.S. Securities and Exchange Commission. In connection with the agreement, the Sabre Board will terminate the Company’s shareholder rights plan that was announced on March 1, 2026.
About Damian McKay
Mr. McKay currently serves as CEO of Vela Software Group, an operating group division of Constellation Software that acquires, manages and builds vertical market software businesses globally. McKay joined Vela in 2015 through its acquisition of Datamine, where he had served as CEO since 2012 and continued to serve as CEO until assuming his current role in 2020. Prior to Datamine, McKay served as General Manager of Energy Services for Australia and New Zealand at GE Energy, a division of General Electric at the time. Prior to GE Energy, McKay held sales roles at energy retailer, AGL Power, and electric utility companies, CitiPower and Powercor, in Australia. McKay currently serves as a member of the Constellation Software Advisory Board and on the Board of Directors of several private subsidiaries of
Constellation Software and Vela Software. McKay holds a Bachelor of Business from RMIT and Graduate Diploma in Applied Finance & Investment from the Securities Institute of Australia.
About Sabre
Powering the agentic revolution in travel. Sabre is an AI-native technology leader, backed by one of the world’s largest travel data clouds. Built on an open, modular, cloud-native architecture, Sabre serves as the backbone for both established leaders and bold, new disruptors, guiding them to the next age of travel retailing through intelligent, connected, and personalized experiences. With AI at its core and operating at unparalleled scale, Sabre transforms insights into innovation, empowering airlines, hoteliers, agencies and other partners to retail, distribute and fulfill travel worldwide.
About Constellation Software
Constellation’s common shares are listed on the Toronto Stock Exchange under the symbol “CSU”. Constellation acquires, manages and builds vertical market software businesses.
Sabre’s Website Information
We routinely post important information for investors on the Investor Relations section of our website, investors.sabre.com, on our LinkedIn account, and on our X account, @Sabre_Corp. We intend to use the Investor Relations section of our website, our LinkedIn account, and our X account as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, our LinkedIn account, and our X account, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website, our LinkedIn account, or our X account is not incorporated by reference into, and is not a part of, this document.
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Forward-Looking Statements
Certain statements herein are forward-looking statements about trends, future events, uncertainties and our plans and expectations of what may happen in the future. Any statements that are not historical or current facts are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “outlook,” “pro forma,” “believe,” “momentum,” “confidence,” “position,” “plan,” “expect,” “encouraged,” “focus,” “optimistic,” “anticipate,” “will,” “long-term,” “sustainable,” “growth,” “accelerate,” “potential,” “opportunity,” “goal,” “estimate,” “commitment,” “temporary,” “continue,” “progress,” “possible,” “outcome,” “assume,” “challenge,” “enhance,” “guidance,” “strategy,” “on track,” “objective,” “target,” “pipeline,” “trajectory,” “benefit,” “forecast,” “estimate,” “project,” “may,” “should,” “would,” “intend,” or the negative of these terms, where applicable, or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Sabre’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. The potential risks and uncertainties include, among others, dependency on transaction volumes in the global travel industry, particularly air travel transaction volumes, the implementation and effects of our growth strategies, the completion and effects of travel platforms, exposure to pricing pressure in the Travel Solutions business, changes affecting travel supplier customers, maintenance of the integrity of our systems and infrastructure and the effect of any security incidents, our ability to recruit, train and retain employees, competition in the travel distribution industry and solutions industry, failure to adapt to technological advancements, implementation of software solutions, implementation and effects of new, amended or renewed agreements and strategic partnerships, dependence on establishing, maintaining and renewing contracts with customers and other counterparties and collecting amounts due to us under these agreements, dependence on relationships with travel buyers, the ability to achieve our cost savings and efficiency goals and the effects of these goals, our collection, processing, storage, use and transmission of personal data and risks associated with PCI compliance, the effects of cost savings initiatives, the
effects of new legislation or regulations or the failure to comply with regulations or other legal requirements, use of third-party distributor partners, the financial and business results and effects of acquisitions and divestitures of businesses or business operations, including the sale of Hospitality Solutions, reliance on the value of our brands, reliance on third parties to provide information technology services and the effects of these services, the effects of any litigation, regulatory reviews and investigations, adverse global and regional economic and political conditions, risks related to global conflicts, risks arising from global operations, risks related to our significant amount of indebtedness, including increases in interest rates and our ability to refinance our debt, and tax-related matters.
SABR-F
| Sabre Corporation: | ||
| Media: | Investors: | |
| Nick Lamplough, Dan Moore, Dylan O’Keefe | Roushan Zenooz | |
| Sabre-CS@collectedstrategies.com | sabre.investorrelations@sabre.com | |
For further information relating to Constellation:
Jamal Baksh
Chief Financial Officer
416-861-9677
info@csisoftware.com
www.csisoftware.com
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