SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2017
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
3150 Sabre Drive
(Address of principal executive offices)
(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.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers.
(d) On December 11, 2017, the Board of Directors of Sabre Corporation (“Sabre”) elected Hervé Couturier to the Board of Directors. Mr. Couturier currently serves as the President of Kerney Partners, a consulting company. Mr. Couturier has also been appointed as the Chair of the Technology Committee of the Board of Directors.
Mr. Couturier will participate in Sabre’s non-employee director compensation program. Currently under this program, he is entitled to receive a $75,000 annual retainer. Also, currently under this program, he 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 his 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.
In addition, the Board of Directors elected Lawrence W. Kellner as non-executive Chairman of the Board, effective December 31, 2017. Mr. Kellner has served as Sabre’s Executive Chairman on an interim basis since December 31, 2016, and he previously served as Sabre’s non-executive Chairman of the Board from 2013 to 2016. As non-executive Chairman of the Board, Mr. Kellner will receive an annual retainer of $250,000, payable quarterly in arrears and will receive no additional fees for being a committee chairman or member, and he will receive an annual restricted stock unit award with a grant date value of $150,000. The terms of the letter agreement between Sabre and Mr. Kellner, dated December 15, 2016, with respect to Mr. Kellner’s compensation as Executive Chairman will no longer apply effective upon Mr. Kellner’s designation as non-executive Chairman of the Board.
A copy of the news release announcing the election of Mr. Couturier to Sabre’s Board of Directors and Mr. Kellner’s return to the position of non-executive Chairman of the Board is attached as Exhibit 99.1
Financial Statements and Exhibits.
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: December 13, 2017
/s/ Rachel A. Gonzalez
Rachel A. Gonzalez
Executive Vice President and Chief Administrative Officer
Sabre Corporation elects Hervé Couturier to its Board of Directors
Larry Kellner to return to role of non-executive chairman of board
SOUTHLAKE, Texas, Dec. 13, 2017 - Sabre Corporation (NASDAQ: SABR) today announced that Hervé Couturier, President of Kerney Partners, was elected to its board of directors, effective Dec. 11, 2017.
Couturier served as Executive Vice President, R&D, at Amadeus from 2012 to 2016. Prior to that, he was Executive Vice President of SAP AG’s Technology Group and Head of Research.
At Sabre, Couturier will serve as chair of the technology committee of the board of directors.
“Hervé brings deep industry and relevant technology experience to Sabre’s board of directors,” said Larry Kellner, chairman of the board. “His leadership as the chair of the technology committee will add valuable experience and expertise to the board. I want to express my gratitude to Joe Osnoss for his leadership as the chair of the technology committee since 2014 and look forward to his continued service as a valued member of that committee.”
Sabre president and CEO Sean Menke added, “Hervé’s key perspectives, insights and experience make him a great
addition as we continue to shape and execute our future technology objectives and strategy.”
Sabre also announced that, as planned, Larry Kellner, currently executive chairman, will return to his prior position of non-executive chairman of the board, effective Dec. 31, 2017. Mr. Kellner was named executive chairman on an interim basis effective Dec. 31, 2016 concurrently with the promotion of Sean Menke to president and CEO.
Sabre further announced that in connection with Kellner’s return to his role as an independent chairman of the board, the board will not maintain a separate lead independent director and accordingly Karl Peterson will no longer serve in that position, also effective Dec. 31, 2017. Mr. Peterson will continue to serve on Sabre’s board of directors, including serving on the compensation, governance and nominating, and executive committees.
Sabre Corporation is the leading technology provider to the global travel 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 US$120 billion of global travel spend annually by connecting travel buyers and suppliers. Headquartered in Southlake, Texas, USA, Sabre serves customers in more than 160 countries around the world. For more information, please visit www.sabre.com.