Current Report Filing (8-k)

false--12-310001597033 0001597033 2020-02-05 2020-02-05

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2020

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SABRE CORPORATION

(Exact name of registrant as specified in its charter)

 

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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)

[phone]

(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

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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.    ☐

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective February 5, 2020, the Bylaws (the “Bylaws”) of Sabre Corporation (the “Company”) have been amended and restated to implement proxy access for eligible stockholders.

The amendments added a new Section 2.19 of the Bylaws, which permits a stockholder (or a group of up to 20 stockholders) owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials for an annual meeting of stockholders the greater of (x) two or (y) 20% of the total number of directors in office (in general and rounded down to the nearest whole number), provided that such nominating stockholder(s) and nominee(s) satisfy the requirements specified therein. In addition, the Bylaws contain certain amendments to the notice provisions in Sections 2.4 and 2.16 and to the action without meeting provision in Section 3.10.

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Sixth Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

3.1    Sixth Amended and Restated Bylaws of Sabre Corporation.

104    Cover Page Interactive Data File-formatted as Inline XBRL.

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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: February 6, 2020	By:	/s/ Aimee Williams-Ramey
	Name: Title:	Aimee Williams-Ramey
		Senior Vice President and General Counsel