SEC Form DEFA14A filed by Sabre Corporation

We continue to recommend stockholders vote FOR Proposal 3, approval of our 2026 Omnibus Plan

Our 4.95% burn rate is significantly lower than the 6.77% benchmark for Software & Services companies

Unlike many of the hoteliers, restaurants and leisure venues used by ISS in its analysis, we provide equity grants to a broad range of team members

Failure to pass the 2026 Omnibus Plan would significantly impact our ability to recruit, retain, and motivate key talent to help us as an AI-native technology leader

replaces our 2025 Omnibus Plan, increasing the number of shares authorized for issuance under our equity-based compensation plans for our team members and other service providers;

represents a critical part of our overall compensation program;

provides our team members and other service providers, who are responsible for the management, growth, and direction of our business, with incentives and rewards to encourage them to continue in the service of Sabre; and

is designed to meet these objectives by providing these individuals with a proprietary interest aligned with the long-term growth, profitability, and financial success of Sabre.

The ISS report’s analysis uses a peer group containing members with fundamentally different business models from our technology focus.

As an AI-native technology leader that is powering the agentic revolution in travel, Sabre competes with other technology companies to attract and retain talent. Consistent with other technology companies, we employ a broad-based equity compensation program, offering equity compensation to a significant proportion of our team members to help us attract and retain talent to allow us to achieve our long-term strategic goals.

The ISS report compares our equity compensation practices against a peer group drawn from companies within the broad “Consumer Services” GICS sector designation—a designation that includes a large number of hoteliers, restaurants and leisure venues. Many of these companies focus on brick-and-mortar hospitality and dining (for example, Six Flags and Cracker Barrel Old Country Store), compared to our technology and agentic AI focus. We believe many companies within this peer group tend to have fundamentally different business models, often including a significantly higher proportion of non-exempt, hourly workers. As a result, they often approach compensation of their team members quite differently, particularly regarding the breadth of equity grants. For example, ISS’ analysis indicates the percentage of our 3-year average grants awarded to our CEO is 57% of the 3-year average grants to CEOs for the Consumer Services sector, highlighting the fact that our equity grants are distributed more broadly throughout our organization compared to consumer services companies. Not surprisingly, given the inapposite comparison, quantitative measures of our equity grant practices are not aligned with those of consumer services companies.

We believe our burn rate is consistent with those of other technology companies with whom we compete for talent—a fact that the ISS report’s analysis fails to consider. For example, ISS calculates our 2026 three-year average burn rate to be 4.95%, which is 27% lower than the ISS 2026 value-adjusted burn rate benchmark of 6.77% for Software & Services companies in the Russell 3000 (excluding the S&P 500).

The ISS report fails to take into account the significant role the 2026 Omnibus Plan would play in our overall compensation program.

Failure to approve the 2026 Omnibus Plan would severely limit our ability to issue equity-based awards to current and future team members. This would result in the loss of a critical tool for recruiting, retaining, and motivating our team members, particularly while we are focused on implementing our strategic framework to guide the world into the next age of travel. The ISS report does not address this significant and immediate implication for us and our stockholders.

If Proposal 3 is not approved, it could also require us to take one or more actions that could be detrimental to our ability to continue creating value for stockholders. This could include reducing the amount or proportion of compensation paid to our team members in equity-based awards, decreasing their long-term alignment with investors, or reducing the proportion of team members that receive equity compensation, limiting the scope of our employee base that is aligned with stockholders.

FOR the election of George Bravante, Jr., Hervé Couturier, Kurt Ekert, Eric Kelly, Gail Mandel, Damian McKay, Phyllis Newhouse, Elaine Paul, John Scott, and Ashan Willy to our Board of Directors, each to serve a one-year term,

FOR the ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2026,

FOR the approval of our 2026 Omnibus Incentive Compensation Plan,

FOR the approval of our 2026 Director Equity Compensation Plan, and

FOR the approval of an advisory vote on the compensation of our named executive officers.