UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2015
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SABRE CORPORATION
(Exact name of registrant as specified in its charter)
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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)
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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))
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On July 28, 2015, the Board of Directors of Sabre Corporation (“Sabre”) elected Renée J. James to the Board of Directors, effective August 3, 2015. Ms. James currently serves as the President of Intel Corporation, a multinational technology company, and as a member of the Board of Directors of Vodafone Group plc, a multinational telecommunications company. Ms. James has also been appointed to each of the Audit Committee and the Technology Committee of the Board of Directors, effective August 3, 2015.
Ms. James was elected to the Board of Directors pursuant to a joint designation by the TPG Funds and the Silver Lake Funds (each as defined below), in accordance with the Second Amended and Restated Stockholders’ Agreement, dated February 6, 2015, among TPG Partners IV, L.P., TPG Partners V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P. (collectively, the “TPG Funds”), Silver Lake Partners II, L.P., Silver Lake Technology Investors II, L.P. (collectively, the “Silver Lake Funds”), Sovereign Co-Invest, LLC and Sabre.
Ms. James will participate in Sabre’s non-employee director compensation program. Currently under this program, she is entitled to receive a $75,000 annual retainer and an additional $10,000 annual retainer as a member of the Audit Committee. Also currently under this program, she is entitled receive a one-time restricted stock unit award with a grant date value of $400,000, vesting ratably over four years from the date of grant, in connection with her election to the Board of Directors, and an annual restricted stock unit award on March 15 of each year with a grant date value of $150,000, vesting in full on the first anniversary of the date of grant.
A copy of the news release announcing the election of Ms. James to Sabre’s Board of Directors is attached as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Description | ||
99.1 | Press Release dated July 28, 2015. | ||
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: July 28, 2015 | By: | /s/ Rachel Gonzalez |
Name: | Rachel Gonzalez | |
Title: | Executive Vice President and General Counsel | |
EXHIBIT INDEX
Exhibit Number | Description | ||
99.1 | Press Release dated July 28, 2015. | ||
Exhibit 99.1
Sabre Corporation elects Renée James to its Board of Directors
SOUTHLAKE, Texas, July 28, 2015 - Sabre Corporation (NASDAQ: SABR) today announced that Renée J. James was elected to its board of directors, effective August 3, 2015.
Ms. James currently serves as the president of Intel Corporation, and she is a member of the board of directors of Vodafone Group PLC. In 2012, U.S. President Barack Obama appointed James to serve as a member of the National Security Telecommunications Advisory Committee.
At Sabre, James will serve on the Audit Committee and the Technology Committee of the board of directors.
“Renée brings deep enterprise software and industry insights that are critical to Sabre’s future,” said Larry Kellner, chairman of Sabre.
Sabre President and CEO Tom Klein added, “Renée is a highly respected executive with deep strategy and operating experience from one of the world’s iconic technology companies, and her perspective will help us navigate the rapidly changing technology landscape that is rich with opportunities for our business.”
Earlier in her career, James was executive vice president and the general manager of the software and services group; vice president for developer programs; and director and COO of Intel Online Services. She was also part of the pioneering team working with independent software vendors to port applications to Intel Architecture, and served as chief of staff for former Intel CEO Andy Grove.
James holds both bachelor and master’s degrees in business administration from the University of Oregon.
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About Sabre Corporation
Sabre Corporation is a leading technology provider to the global travel and tourism industry. Sabre’s software, data, mobile and distribution solutions are used by hundreds of airlines and thousands of hotel properties to manage critical operations, including passenger and guest reservations, revenue management, flight, network and crew management. Sabre also operates a leading global travel marketplace, which processes more than $110 billion of estimated travel spend annually by connecting travel buyers and suppliers. Headquartered in Southlake, Texas, USA, Sabre operates offices in approximately 60 countries around the world.
Media Contact:
Heidi Castle
Sabre Corporation
682-605-4290
heidi.castle@sabre.com