Sabre Corporation (SABR)
NASDAQ: SABR · Real-Time Price · USD
1.825
+0.075 (4.29%)
Apr 24, 2026, 3:57 PM EDT - Market open
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AGM 2024

Apr 24, 2024

Kurt Ekert
CEO and President, Sabre Corporation

Good morning, ladies and gentlemen. Thank you for being with us today, and welcome to Sabre Corporation's 2024 annual meeting of stockholders. I'm Kurt Ekert, Sabre's Chief Executive Officer and President and Chair of today's meeting. With me is Steve Milton, Corporate Secretary and Secretary of today's meeting. Also attending today's meeting are the members of our Board of Directors, in addition to myself. These directors are George Bravante Jr., Hervé Couturier, Gail Mandel, Phyllis Newhouse, Elaine Paul, Karl Peterson, and Gregg Saretsky, who are attending virtually: John Scott and Wendi Sturgis. You should have found on your chairs a copy of today's agenda and a few rules for this meeting. As you will see from the agenda, we will first cover the legal requirements for the meeting, and then we will address the proposals included in the proxy statement. After that, I will provide a business review.

Finally, we will have a report on the results of the voting on the proxy statement proposals. The items properly submitted for consideration at this meeting are the proposal for the election of the 10 directors named in Sabre's proxy statement, ratification of the appointment of our independent auditors, approval of our 2024 Omnibus Incentive Compensation Plan, approval of our 2024 Director Equity Compensation Plan, approval of an amendment to our certificate of incorporation regarding officer exculpation, and approval of the advisory non-binding vote on the compensation of our named executive officers. Now, Steve, please give us your report as to the call of the meeting, the inspector's report as to the presence of a quorum, and the rules of the meeting.

Steve Milton
VP of Investor Reations, Sabre Corporation

We provided the following materials to each stockholder for record as of the record date, which is February 26th, 2024: proper notice of this meeting and access to the copies of the 2024 proxy statement and 2023 annual report. More than 85% of Sabre's common stock is represented at this meeting, either by attending this meeting or by proxy. As a result, this meeting is properly convened and a quorum is present. Affidavits confirming these matters, as well as the certified list of stockholders, are available for examination. These materials will also be filed with the records of the meeting. The following inspector of election has been appointed: Rhett Morgan, of Mediant. As Kurt mentioned, the ground rules and the agenda for today's meeting are included with the agenda placed on your chairs.

In order to provide a fair and informative meeting, we have established these rules and procedures, and we appreciate your cooperation. We'll introduce each of the six proposals set forth in the proxy statement and identified on the agenda. After the proposals have been presented, we'll answer questions submitted. We'll then vote on the six proposals at the same time. If you're a stockholder and you wish to speak on a matter on the agenda, please raise your hand once the floor has been open for discussion and wait to be recognized. When you are recognized, a microphone will be brought to you. Then please identify yourself, the number of shares you represent, and the proposal on which you wish to speak. As described in the rules, individuals recognized to speak on any matter will be limited to three minutes.

If you gave us your proxy or voted by telephone or the internet, your shares will be voted by the proxy committee as you are directed. If you have not voted your shares yet, or if you wish to change your vote on any matter, please raise your hand and a ballot will be brought to you. We'll collect the ballots later during the meeting when the polls are declared open. Finally, during today's meeting, we'll make forward-looking statements based on management's expectations of future results, and actual results may differ materially from the forward-looking statements. For more information about risks that could cause this to happen, please refer to the risk factors in the cautionary note regarding forward-looking statements sections in our 2023 Form 10-K, as well as our other filings with the SEC.

In addition, we'll be presenting certain non-GAAP financial measures, and the most directly comparable GAAP measures and reconciliations are available in the presentation appendix, as well as in our earnings releases and other documents that we've posted on our website at investors.sabre.com. Now I'll turn it over to Kurt.

Kurt Ekert
CEO and President, Sabre Corporation

Thank you, Steve. We will first consider and vote on the proposals in our proxy statement. I will then provide a few comments on our 2023 business performance. Finally, Steve will report on the results of today's vote. Each of the six proposals on the ballot today has been described in detail in our 2024 proxy statement. The first proposal in the proxy statement is the election of George Bravante Jr., Hervé Couturier, Kurt Ekert, Gail Mandel, Phyllis Newhouse, Elaine Paul, Karl Peterson, Gregg Saretsky, John Scott, and Wendi Sturgis as directors. I thank each of them for their significant contributions to the board, including collectively attending 29 board and committee meetings in 2023 with an average attendance of 99%. In addition, please note that Sean Menke has retired from the board of directors today.

On behalf of the board and the management team, I thank Sean for his service, and we wish him well. On behalf of the board and its governance and nominating committee, I declare that each of the 10 individuals named in our proxy statement has been properly nominated for a one-year term expiring at the 2025 annual meeting of shareholders. The next order of business is Proposal two: certification of the audit committee selection of Ernst & Young as the company's independent registered public accounting firm to audit the company's 2024 financial statements. Trent Handy and Rusty McLendon from Ernst & Young are with us today. The next order of business is Proposal three : approval of our 2024 Omnibus Compensation Plan. The next order of business is Proposal four: approval of our 2024 director equity compensation plan.

The next order of business is Proposal Five: approval of an amendment to our certificate of incorporation regarding officer exculpation. The next order of business is Proposal Six: approval of the advisory non-binding vote on the compensation of our named executive officers. We will now open the floor for general discussion. If you wish to ask a question, please raise your hand and wait to be recognized. Once recognized, please wait for a microphone, then state your name, the number of shares you own or represent, and the proposal on which you will comment. Also, please remember to limit your comments to three minutes each to ensure others have an opportunity to speak. Is there any discussion, or are there any proposals or any other questions or comments? There being no questions, I declare that the polls are now open.

Please raise your hand if you would like to cast a ballot from the floor, and someone will come and collect it from you. I now declare that the polls are closed. While the inspector of election completes the vote tabulations, I will comment briefly on our business performance for 2023. 2023 was a year of strong execution at Sabre. Our team members around the world delivered the commercial, operational, and product development success that drove the strong financial results depicted on this slide. We generated 15% top-line growth in 2023, improved our efficiency, and effectively contained costs. These achievements combined to drive significant margin expansion and growth in Adjusted EBITDA, with a $272 million year-on-year improvement. Importantly, our team achieved free cash flow, positive free cash flow, excluding restructuring for full year 2023, which was one of our primary financial priorities.

These strong financial results supported our innovation and product development initiatives that are essential to achieving our long-term strategic priorities. We also continue to execute on our technology transformation, which has enhanced the efficiency with which we conduct our business. We also had a number of significant customer wins in 2023 that highlight Sabre as consistently being selected as a partner of choice by leading global travel suppliers seeking modern distribution and retailing technology. Finally, I extend thanks to our team members around the world for delivering these results, for consistently providing superior service to our customers, and for providing the exciting new technology that makes me so proud to be a member of the Sabre team. I will now turn it over to Steve to report on the voting results.

Steve Milton
VP of Investor Reations, Sabre Corporation

Thank you, Kurt. First, let me say that the results I'm about to announce are preliminary, and we'll follow the final results with the SEC on a Form 8-K within four business days. The inspector of election has advised me that each of the 10 nominees for director was elected for a one-year term. The selection of Ernst & Young as the company's independent registered public accounting firm was ratified. The 2024 Omnibus Compensation Plan was approved. The 2024 director equity compensation plan was approved. The amendment to the company's certificate of incorporation was approved, and the advisory non-binding vote on the compensation of our named executive officers was approved. With that, I'll turn it over to Kurt to adjourn the meeting.

Kurt Ekert
CEO and President, Sabre Corporation

Thank you, Steve. On behalf of your board of directors and the entire management team, I'd like to thank you for your attendance today and your continued support of Sabre. The meeting is now adjourned.

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