Sabre Corp Seeks Stockholder Support for 2024 Annual Meeting Proposals

TL;DR

Sabre Corp's proxy filing asks for your vote on key proposals at the 2024 annual meeting. Board unanimously recommends FOR.

AI Summary

Sabre Corporation filed a Definitive Additional Materials proxy statement on April 8, 2024, for its 2024 Annual Meeting of Stockholders. The company is seeking stockholder support for proposals to be voted on at the meeting. The Board of Directors unanimously recommends that stockholders vote in favor of these proposals.

Why It Matters

This filing is important as it outlines the key proposals that shareholders will vote on, influencing the future direction and governance of Sabre Corporation.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual meeting, not indicating immediate financial distress or significant new risks.

Key Players & Entities

• Sabre Corporation (company) — Registrant
• April 8, 2024 (date) — Filing Date
• 2024 Annual Meeting of Stockholders (event) — Meeting for which proxy is filed

FAQ

Filing Documents

• d805654ddefa14a.htm (DEFA14A) — 23KB
• g805654g0408191719207.jpg (GRAPHIC) — 5KB
• 0001193125-24-089621.txt ( ) — 30KB

From the Filing

DEFA14A SCHEDULE 14A PROXY STATEMENT Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 Sabre Corporation (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. April 8, 2024 Dear Stockholders: We are writing to ask for your critical support for the proposals to be voted on at Sabres 2024 Annual Meeting of Stockholders and to express our appreciation for your independent analysis in conducting your evaluation. Our Board of Directors continues to unanimously recommend you cast your vote FOR all proposals. Specifically, we would like to draw your attention to Proposal 3, approval of the Sabre Corporation 2024 Omnibus Incentive Compensation Plan, which we refer to as the 2024 Omnibus Plan. The 2024 Omnibus Plan would replace our 2023 Omnibus Plan, increasing the number of shares authorized for issuance pursuant to our equity-based compensation plans for our team members and other service providers. The 2024 Omnibus Plan is intended to promote the interests of Sabre and our stockholders and is a critical part of our overall compensation program. This plan provides our team members and other service providers, who are responsible for the management, growth, and protection of our business, with incentives and rewards to encourage them to continue in the service of Sabre. The 2024 Omnibus Plan is designed to meet these objectives by providing these individuals with a proprietary interest aligned with the long-term growth, profitability, and financial success of Sabre. We are pleased to note that, on April 1, 2024, Glass Lewis & Co. , a proxy advisory firm, issued a voting recommendation supporting Proposal 3. On April 3, 2024, Institutional Shareholder Services (ISS), a proxy advisory firm, issued voting recommendations relating to our 2024 Annual Meeting. In its report, ISS supports our say-on-pay proposal, noting the pay and performance alignment of our executive compensation program. Nevertheless, ISS ultimately recommends stockholders vote against Proposal 3, applying quantitative tests that we believe have significant shortcomings when applied to our industry, business model, and equity compensation needs. Given ISS recommendation, we believe it is imperative that we highlight these shortcomings to demonstrate for our stockholders why we believe the ISS analysis is flawed when applied to Proposal 3. The ISS reports analysis uses a peer group containing members with fundamentally different business models from our technology focus. As a valued global technology partner to the travel industry, Sabre competes with other technology companies to attract and retain talent. Consistent with other technology companies, we employ a broad-based equity compensation program designed to help ensure we attract and retain talent to allow us to achieve our long-term strategic goals. In the ISS report, our equity compensation practices are compared against a peer group drawn from companies within the broad Consumer Services GICS sector designationa designation that includes a large number of hoteliers, restaurants and entertainment venues . We believe many companies within this peer group tend to have fundamentally different business models, including how they approach compensation of their team members, particularly regarding the breadth of equity grants. Not surprisingly, when compared against benchmarks derived from this group, our results on quantitative tests are not comparable. We believe our burn rate is consistent with those of other technology companies with whom we compete for talenta fact that the ISS reports analysis fails to take into account. For example, our 2023 burn rate of 5.20% is lower than the ISS 2024 value-adjusted burn rate benchmark of 5.95% for Software & Services companies in the Russell 3000 (excluding the S&P 500). The ISS report fails to take into account the significant role the 2024 Omnibus Plan would play in our overall compensation program. Our compensation program is designed to align our management with long-term stockholder interests and the achievement of our strategic initiatives. Failure to approve the 2024 Omnibus Plan would severely limit our ability to issue equity-based awards to current and future team members, resulting in the loss of a critical tool for recruiting, retaining, and motivating our team members, particularly while we are focused on implementing our growth strategies designed to deliver modern distr

View Full Filing

View this DEFA14A filing on SEC EDGAR