OTHER INFORMATION
−Removed: During the three months ended June 30, 2024 , none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
+Added: (a) On October 28 , 2024, the Board of Directors (the “Board”) of Sabre Corporation (the “Company”) adopted and approved, effective immediately, amended and restated bylaws of the Company (as amended and restated, the “Amended and Restated Bylaws”).
+Added: The Amended and Restated Bylaws, among other things:
+Added: • revise and clarify the scope of certain procedures and disclosure requirements set forth in the bylaw provisions for stockholders to provide advance notice of director nominations and business proposals to be brought at a meeting of stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act);
+Added: • revise the majority voting provision to clarify when an election will be deemed contested;
+Added: • establish that special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, or a majority of the full Board (rather than by the Chairman of the Board, the Chief Executive Officer or any two directors);
+Added: • make certain administrative, modernizing, clarifying and conforming changes, including making updates to reflect recent amendments to the General Corporation Law of the State of Delaware.
+Added: The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
+Added: (b) During the three months ended September 30, 2024 , none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
Number Description of Exhibit
+Added: 3.2* Eighth Amended and Restated Bylaws of Sabre Corporation
+Added: 10.146†* Offer letter by and between Sabre Corporation and Rochelle Boas effective October 14, 2024
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
2 unchanged sentences
32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 10.141* Amendment Number 5 dated as of 15 May 2024 to that certain Amended and Restated Master Services Agreement dated as of 1 August 2020 by and between DXC Technology Services LLC and Sabre GLBL Inc.
−Removed: 10.142* Amendment Number 27 dated as of 15 May 2024 to that certain Service Agreement No.
−Removed: 1 dated as of 1 August 2020 made pursuant to that certain Amended and Restated Master Services Agreement dated as of 1 August 2020 by and between DXC Technology Services LLC and Sabre GLBL Inc.
−Removed: 10.143†* Form of Non-Employee Director Restricted Stock Unit Agreement under the Sabre Corporation 2024 Director Equity Compensation Plan
−Removed: 10.144†* Form of Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2024 Omnibus Incentive Compensation Plan
−Removed: 10.145†* Form of Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2024 Omnibus Incentive Compensation Plan
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
10 unchanged sentences
SABRE CORPORATION
−Removed: August 1, 2024
+Added: October 31, 2024
/s/ Michael Randolfi
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.