Document
false0001597033 0001597033 2020-01-10 2020-01-10


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): January 10, 2020


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
 
76092
Southlake,
TX
 
(Address of principal executive offices)
 
(Zip Code)
(682) 605-1000
(Registrant’s telephone number, including area code)

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


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.    










Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 10, 2020, Lawrence W. Kellner notified Sabre Corporation (“Sabre”) that he is stepping down as Chairman of the Board of Directors and as Chairman of the Executive Committee and the Governance and Nominating Committee, effective January 14, 2020. In addition, Mr. Kellner notified Sabre that he is retiring from Sabre’s Board of Directors, as well as from the Executive Committee and the Governance and Nominating Committee, effective immediately prior to Sabre’s 2020 annual meeting of stockholders, which is currently scheduled for April 29, 2020. Mr. Kellner’s decision to retire is not the result of any disagreement with Sabre or its management with respect to any matter relating to Sabre’s operations, policies or practices. A copy of the press release announcing Mr. Kellner’s retirement is included as Exhibit 99.1
In connection with Mr. Kellner’s retirement, the Board of Directors has elected Karl Peterson as Chairman of the Board and as Chairman of the Executive Committee and the Governance and Nominating Committee, effective January 14, 2020. The size of the Board will be reduced to ten directors, effective upon Mr. Kellner’s retirement from the Board.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits

99.1    Press Release, dated January 14, 2020.
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: January 14, 2020
 
By:
  /s/ Aimee Williams-Ramey
 
Name:
Title:
Aimee Williams-Ramey
 
Senior Vice President and General Counsel





Exhibit


Exhibit 99.1

Sabre Names Karl Peterson Non-Executive Chairman of the Board


SOUTHLAKE, Texas – Jan. 14, 2020 –  Sabre Corporation (NASDAQ: SABR), the leading software and technology provider that powers the global travel industry, announced that, effective today, Karl Peterson has been elected by the Board to serve as Chairman of the Board and that Larry Kellner is stepping down as Chairman of the Board, effective today. Kellner will remain on Sabre’s Board until its Annual Stockholder Meeting in April.

Kellner has chosen to step down as Chairman so that he may focus on his new responsibilities as Chairman of the Board at Boeing.
 
Sean Menke, Sabre’s President and CEO said, “I am excited to have Karl serve as our Chairman, as he has been an integral member of our Board of Directors for more than a decade. I speak on behalf of everyone at Sabre when I say that Larry will be missed. Larry’s vast experience in the aviation industry, as well as his board leadership experience have been invaluable to Sabre over the past seven years. Under his guidance, Sabre has embarked upon a transformational journey that we believe will fundamentally change the way we retail, distribute and fulfill travel.”
 
“I have thoroughly enjoyed my time on Sabre’s Board of Directors and am proud of the progress Sabre has made during my tenure to achieve its vision of becoming the new marketplace for personalized travel,” said Kellner. “At this time, however, I have decided to pare back certain responsibilities, including my role at Sabre. I am confident that under Karl’s and Sean’s counsel and leadership, Sabre will continue to reshape the future of travel.”
 
Peterson has served on Sabre’s Board of Directors since 2007 and served as lead independent director during 2017 when Kellner served as Executive Chairman. In addition to his role as Chairman of the Board, Peterson has been appointed chairman of the Board’s Governance and Nominating Committee and Executive Committee, replacing Kellner.

A seasoned investor and former travel executive, Peterson serves as Managing Partner of TPG Pace Group, which oversees investments in three publicly traded companies. Previously he co-founded and was president and CEO of Hotwire.com. He also serves as a director of Playa Hotels and Resorts and serves as Chairman of Accel Entertainment.


About Sabre Corporation
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 visit www.sabre.com


SABR-F

Media Contact:
Kristin Hays
Kristin.Hays@sabre.com

sabrenews@sabre.com