Sabre Annual Meeting: Shareholders Elect Directors, Approve Pay Plans, Ratify Ernst & Young

Key Points

• At Sabre's 2026 annual meeting, shareholders elected all 10 director nominees, ratified Ernst & Young as the independent auditor, approved the 2026 Omnibus Incentive and Director Equity Compensation Plans, and passed the advisory vote on executive compensation.
• Management said 2025 delivered double‑digit normalized adjusted EBITDA growth, repayment of over $1 billion of debt (reducing pro‑forma net leverage ~25%), $910 million of year‑end cash and completed refinancings into 2029+, while product/AI initiatives and Sabre Payments (35%+ gross spend growth) drove momentum.

Sabre NASDAQ: SABR held its 2026 Annual Meeting of Stockholders with Chair of the Board Gail Mandel presiding alongside Chief Executive Officer and President Kurt Ekert and Corporate Secretary Steve Milton. Mandel said board members in attendance included George Bravante, Hervé Couturier, Eric Kelly, Damian McKay, Phyllis Newhouse, Elaine Paul, John Scott, and Ashan Willy, in addition to Ekert and Mandel.

Quorum and meeting procedures

Milton reported that the record date for the meeting was March 2, 2026, and that stockholders had been provided notice of the meeting and access to the 2026 proxy statement and 2025 annual report. He said more than 79% of the company’s common stock was represented at the meeting, either in person or by proxy, constituting a quorum.

Milton said Rex Morgana of Voternext was appointed as inspector of election. He also outlined meeting procedures, including that stockholders who had already voted by proxy, telephone, or internet would have their shares voted as directed, and that discussion on agenda matters would be limited to three minutes per speaker. Milton added that the company expected to make forward-looking statements and present certain non-GAAP financial measures, with additional detail available in the company’s filings and investor materials.

Proxy proposals presented

As outlined in the proxy statement, the meeting covered five proposals:

• Election of 10 directors named in the proxy statement
• Ratification of the appointment of the company’s independent auditors
• Approval of the 2026 Omnibus Incentive Compensation Plan
• Approval of the 2026 Director Equity Compensation Plan
• Advisory, non-binding vote on compensation of the company’s named executive officers

Ekert introduced the director nominees: Bravante, Couturier, Ekert, Kelly, Mandel, McKay, Newhouse, Paul, Scott, and Willy. He thanked the incumbent directors for their contributions, noting that the board and committees held 28 meetings in 2025 with average attendance of 99%.

Ekert also noted that Wendy Sergis was not standing for re-election and said the company appreciated her service. He said each nominee had been properly nominated for a one-year term expiring at the 2027 annual meeting of stockholders.

For Proposal Two, Ekert said the Audit Committee had selected Ernst & Young as the independent registered public accounting firm to audit Sabre’s 2026 financial statements, and noted that Dave Stagner and Neil Raybrooker from Ernst & Young were present.

Business review highlights for 2025

While vote tabulations were completed, Ekert provided a brief overview of Sabre’s 2025 performance and priorities. He said the company delivered “double-digit year-over-year growth in normalized adjusted EBITDA” and generated positive pro forma free cash flow.

Ekert said balance sheet strengthening remained a key focus and that Sabre made progress in 2025 by paying off over $1 billion of debt. He said that debt reduction, combined with growth in pro forma adjusted EBITDA, reduced pro forma net leverage by approximately 25% versus year-end 2024.

On capital structure, Ekert said Sabre completed two refinancings in 2025, resulting in no large maturities until 2029 and with more than 90% of debt maturing in 2029 or later. He added that Sabre ended 2025 with $910 million in cash, including $98 million of restricted cash intended for debt repayments in the first quarter of 2026.

Ekert also highlighted product and technology developments, saying Sabre took a “first-mover position” by introducing agentic APIs and a proprietary MCP server designed for the travel industry, aimed at helping AI agents navigate travel content and workflows. He said the company also launched “several industry-first AI solutions and partnerships.”

In addition, Ekert said Sabre Payments was among the company’s fastest-growing businesses in 2025, with gross spend on the platform rising more than 35% year over year and delivering strong revenue growth. He said the company’s travel marketplace continued to provide multi-source travel content “on an unprecedented scale” and supported agency wins and expansions during the year.

Ekert said Sabre also extended its leadership position in NDC by adding 15 live integrations in 2025, bringing the total to 42 integrations at year-end.

“In closing, our strategy remains focused on generating free cash flow and de-levering our balance sheet and driving sustainable growth through innovation,” Ekert said, adding that the company was “excited for 2026.”

Voting results

Milton announced preliminary voting outcomes and said final results would be filed with the SEC on a Form 8-K within four business days. He reported that stockholders elected each of the 10 director nominees for one-year terms.

Milton also said stockholders ratified Ernst & Young as the company’s independent registered public accounting firm for 2026, approved the 2026 Omnibus Incentive Compensation Plan and the 2026 Director Equity Compensation Plan, and approved the advisory, non-binding vote on compensation of the named executive officers.

Mandel thanked stockholders for attending and for their continued support, and the meeting was adjourned.

About Sabre NASDAQ: SABR

Sabre Corporation is a leading travel technology company that provides software, data, mobile and distribution solutions to the global travel industry. Through its Sabre travel marketplace, the company operates one of the world's principal global distribution systems (GDS), connecting travel buyers and suppliers across airlines, hotels, car rental companies and other travel providers. Sabre's suite of products includes reservation and ticketing systems for travel agencies, comprehensive airline operations and passenger services solutions, as well as hospitality property management and central reservation systems for hotels.

Established in 1960 as a joint venture between American Airlines and IBM, Sabre introduced one of the first computerized airline reservation systems, pioneering the automation of ticketing and inventory control.

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