Independent
Tenure on this board
11.5 yrs
10 nominees · 5 ballot items.
Election of ten directors; ratification of Ernst & Young LLP as auditors; approval of 2026 Omnibus Incentive Compensation Plan; approval of 2026 Director Equity Compensation Plan; advisory (non-binding) vote on executive compensation.
Election of ten nominees to the Board of Directors, each to serve a one-year term.
Ratify appointment of Ernst & Young LLP as independent auditors for fiscal year ending December 31, 2026.
Approve the 2026 Omnibus Incentive Compensation Plan to replace the 2025 plan and increase shares authorized for issuance under equity-based compensation plans.
The proposal requests shareholder approval of Sabre’s 2026 Omnibus Incentive Compensation Plan, which would replace the 2025 plan and provide up to 16,000,000 new shares plus remaining availability from prior plans; the plan is designed to enable grants to employees and service providers (excluding non-employee directors) to align compensation with long-term shareholder interests. Management seeks approval to increase the share pool to support recruitment, retention, and long-term incentive alignment; notable governance controls include prohibitions on discounted options, repricings without shareholder approval, no evergreen replenishment, minimum vesting on most awards, clawback provisions, and double-trigger change-in-control treatment. The board recommends FOR because it believes the plan addresses competitive recruiting and retention needs while incorporating shareholder-friendly features that limit dilution and protect against abuses; analysts should weigh the increase in potential dilution and historical grant usage against the governance safeguards and the company’s need to maintain competitive equity packages amid a turnaround and transformation strategy.
Approve the 2026 Director Equity Compensation Plan to replace the 2024 Director Plan and increase shares authorized for issuance to non-employee directors.
This management proposal asks shareholders to approve a Director Equity Compensation Plan that refreshes and increases the director share pool to support non-employee director compensation. The committee frames the plan as aligned with shareholder interests by prohibiting discounted options, repricings without shareholder approval, evergreen replenishment, and tax gross-ups, and by including clawback and double-trigger change-in-control protections. Approval enables the company to continue granting equity awards to attract and retain independent directors; the Committee argues this supports governance and aligns directors with long-term shareholder value. Analysts should weigh the modest dilution impact (a 1,000,000 share initial request plus carryover) against governance protections and the company’s need to maintain competitive director compensation given the Board’s refreshment strategy.
Advisory, non-binding vote to approve the named executive officers’ compensation as disclosed in the proxy statement.
This is a routine advisory “say-on-pay” proposal asking shareholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management frames the program as pay-for-performance with a substantial portion at risk through PSUs and RSUs, multi-year vesting, clawback policy, and limits on tax gross-ups and repricings; the Compensation Committee used peer benchmarking and engaged a compensation consultant. The board recommends FOR, and management will consider stockholder feedback though the vote is not binding. For investors, the vote signals stockholder endorsement or dissent for executive pay policies and may influence future compensation design and engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.3% | 40,674,829 | $59M |
| 2 | Discerene Group LP | 9.9% | 39,093,531 | $57M |
| 3 | Arini Captial Management Ltd | 9.3% | 36,608,248 | $53M |
| 4 | EARNEST PARTNERS LLC | 6.2% | 24,521,670 | $36M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 16,646,085 | $24M |
| 6 | Apollo Management Holdings, L.P. | 3.6% | 14,400,819 | $21M |
| 7 | STATE STREET CORP | 3.5% | 13,717,932 | $20M |
| 8 | Erste Asset Management GmbH | 3.0% | 11,869,429 | $17M |
| 9 | BlackRock, Inc. | 2.7% | 10,742,772 | $16M |
| 10 | OAK HILL ADVISORS LP | 2.6% | 10,177,079 | $15M |
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