Sabre (SABR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 23, 2025, at the company’s headquarters in Southlake, Texas.

• Key proposals include director elections, auditor ratification, approval of a new incentive plan, and a say-on-pay vote.

• The board recommends voting in favor of all proposals.

• Proxy materials are available electronically to support sustainability and reduce costs.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors for one-year terms, ratifying Ernst & Young LLP as auditors, approving the 2025 Omnibus Incentive Compensation Plan, and an advisory vote on executive compensation.

• The board recommends voting FOR all proposals.

• Proxy access allows groups of up to 20 shareholders owning 3%+ for 3 years to nominate directors.

• Simple majority voting and annual director elections are in place.

Board of directors and corporate governance

• The board consists of ten members, with a majority determined to be independent under Nasdaq rules.

• The board is led by a non-executive chair, with flexibility to revisit leadership structure as needed.

• Five standing committees: Audit, Compensation, Nominating and Governance, Technology, and Executive.

• Board diversity, tenure, and annual evaluations are emphasized.

• Directors are expected to attend all meetings; 2024 attendance exceeded 75% for all.