OTHER INFORMATION
−Removed: (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”).
−Removed: The Amended and Restated Bylaws, among other things:
−Removed: • 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);
−Removed: • revise the majority voting provision to clarify when an election will be deemed contested;
−Removed: • 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);
−Removed: • 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.
−Removed: 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.
−Removed: (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.”
+Added: During the three months ended March 31, 2025, 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
−Removed: 3.2* Eighth Amended and Restated Bylaws of Sabre Corporation
−Removed: 10.146†* Offer letter by and between Sabre Corporation and Rochelle Boas effective October 14, 2024
+Added: 10.147† Sabre Corporation 2025 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2025)
+Added: 10.148†* Offer letter by and between Sabre Corporation and Jennifer Catto effective February 4 , 20 25
+Added: 10.149 Stock Purchase Agreement, dated as of April 27, 2025, by and among Whitney Merger Sub, Inc., Sabre GLBL Inc., Sabre Corporation and Sabre HS Inc.
+Added: (incorporated by reference to Exhibit 2.1 of Sabre Corporation’s Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2025)
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
14 unchanged sentences
SABRE CORPORATION
−Removed: 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.