SABRE CORPORATION (NASDAQ:SABR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 15, 2016, Sabre Corporation (Sabre) announced that it
had entered into an employment agreement (the Employment
Agreement) on December 15, 2016 that promotes Sean Menke, 48, to
the position of President and Chief Executive Officer, commencing
effective December 31, 2016. Mr. Menke will be appointed to
Sabres Board of Directors, effective December 31, 2016. A copy of
the press release regarding this announcement is included as
Exhibit 99.1.
had entered into an employment agreement (the Employment
Agreement) on December 15, 2016 that promotes Sean Menke, 48, to
the position of President and Chief Executive Officer, commencing
effective December 31, 2016. Mr. Menke will be appointed to
Sabres Board of Directors, effective December 31, 2016. A copy of
the press release regarding this announcement is included as
Exhibit 99.1.
Mr. Menke currently serves as Sabres Executive Vice President and
President of Travel Network. Before joining Sabre in October
2015, Mr. Menke served as Executive Vice President and Chief
Operating Officer of Hawaiian Airlines from October 2014 to
October 2015. From 2013 to 2014, he was Executive Vice President
of Resources at IHS Inc., a global information technology
company. He served as managing partner of Vista Strategic Group,
LLC, a consulting firm, from 2012 to 2013 and from 2010 to 2011.
From 2011 to 2012, he served as President and Chief Executive
Officer of Pinnacle Airlines, and from 2007 to 2010 as President
and Chief Executive Officer of Frontier Airlines.
President of Travel Network. Before joining Sabre in October
2015, Mr. Menke served as Executive Vice President and Chief
Operating Officer of Hawaiian Airlines from October 2014 to
October 2015. From 2013 to 2014, he was Executive Vice President
of Resources at IHS Inc., a global information technology
company. He served as managing partner of Vista Strategic Group,
LLC, a consulting firm, from 2012 to 2013 and from 2010 to 2011.
From 2011 to 2012, he served as President and Chief Executive
Officer of Pinnacle Airlines, and from 2007 to 2010 as President
and Chief Executive Officer of Frontier Airlines.
Under the Employment Agreement, Mr. Menke will be paid an initial
base salary of $825,000, subject to annual review for appropriate
increases (but not decreases). Beginning with the 2017 fiscal
year, Mr. Menke is also eligible to receive an annual incentive
bonus based on his attainment of one or more pre-established
performance criteria, with his initial target incentive
opportunity equal to 135% of his base salary earned in the
applicable year. He will continue to be eligible to receive his
annual bonus for 2016 with respect to his service as Executive
Vice President and President of Travel Network, as provided under
his prior employment agreement.
base salary of $825,000, subject to annual review for appropriate
increases (but not decreases). Beginning with the 2017 fiscal
year, Mr. Menke is also eligible to receive an annual incentive
bonus based on his attainment of one or more pre-established
performance criteria, with his initial target incentive
opportunity equal to 135% of his base salary earned in the
applicable year. He will continue to be eligible to receive his
annual bonus for 2016 with respect to his service as Executive
Vice President and President of Travel Network, as provided under
his prior employment agreement.
Under the Employment Agreement, on December 15, 2016, Mr. Menke
received an equity grant valued at $2,500,000, in an equal number
of stock options and restricted stock units. The stock options
will vest as to 25% of the shares subject to such options on the
first anniversary of the date of grant and as to 6.25% of such
shares at the end of each successive three-month period
thereafter, subject to his continued employment through each
vesting date. The restricted stock unit award will vest as to 25%
of the shares of Sabre common stock subject to such award on
December 15 in each of calendar years 2017, 2018, 2019 and 2020,
subject to his continued employment through each vesting date.
received an equity grant valued at $2,500,000, in an equal number
of stock options and restricted stock units. The stock options
will vest as to 25% of the shares subject to such options on the
first anniversary of the date of grant and as to 6.25% of such
shares at the end of each successive three-month period
thereafter, subject to his continued employment through each
vesting date. The restricted stock unit award will vest as to 25%
of the shares of Sabre common stock subject to such award on
December 15 in each of calendar years 2017, 2018, 2019 and 2020,
subject to his continued employment through each vesting date.
Under the Employment Agreement, Mr. Menke is eligible to receive
certain payments and benefits in the event of a termination of
his employment by Sabre without cause or a termination of
employment by Mr. Menke for good reason (as each of these terms
is defined in the Employment Agreement). For these purposes, a
termination of employment by Sabre as a result of notice of
non-renewal at the end of any then-current term will be deemed
for all purposes as a termination of employment without cause. In
the event of a termination of employment by Sabre without cause
or by Mr. Menke for good reason, Mr. Menke, upon execution of a
binding agreement and general release of claims in Sabres favor,
will be eligible to receive:
certain payments and benefits in the event of a termination of
his employment by Sabre without cause or a termination of
employment by Mr. Menke for good reason (as each of these terms
is defined in the Employment Agreement). For these purposes, a
termination of employment by Sabre as a result of notice of
non-renewal at the end of any then-current term will be deemed
for all purposes as a termination of employment without cause. In
the event of a termination of employment by Sabre without cause
or by Mr. Menke for good reason, Mr. Menke, upon execution of a
binding agreement and general release of claims in Sabres favor,
will be eligible to receive:
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An amount equal to 200% of the sum of his then-current
annual base salary and target incentive opportunity (prorated and paid in installments over a period of 24 months following the date of termination), and |
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Continued medical, dental, and vision insurance coverage
for him and his eligible dependents for the 24-month period following the date of termination; provided, however, that if he becomes re-employed and eligible to receive health insurance benefits under another employer-provided plan, the continued insurance coverage will terminate. |
In the case of Mr. Menkes death or disability (as well as in the
event of a termination of employment by Sabre without cause or by
Mr. Menke for good reason), he will be eligible to receive (i)
his base salary through the date of termination, (ii)
reimbursement of any unreimbursed business expenses properly
incurred prior to the date of termination that are subject to
reimbursement, (iii) payment for any accrued but unused vacation
time, and (iv) an amount equal to any accrued but unpaid annual
incentive for the immediately preceding year. The same amounts,
except for the amount of any accrued but unpaid annual incentive
for the immediately preceding year, are payable to Mr. Menke in
the event of (A) a termination of employment by Sabre for cause
or (B) a voluntary termination of employment by Mr. Menke.
event of a termination of employment by Sabre without cause or by
Mr. Menke for good reason), he will be eligible to receive (i)
his base salary through the date of termination, (ii)
reimbursement of any unreimbursed business expenses properly
incurred prior to the date of termination that are subject to
reimbursement, (iii) payment for any accrued but unused vacation
time, and (iv) an amount equal to any accrued but unpaid annual
incentive for the immediately preceding year. The same amounts,
except for the amount of any accrued but unpaid annual incentive
for the immediately preceding year, are payable to Mr. Menke in
the event of (A) a termination of employment by Sabre for cause
or (B) a voluntary termination of employment by Mr. Menke.
Mr. Menke is subject to standard non-compete and non-solicitation
covenants during, and for the 24-month period following, his
employment with Sabre, as well as perpetual confidentiality and
non-disparagement covenants. The Employment Agreement provides
that Mr. Menkes prior employment agreement, dated as of October
5, 2015, which sets forth the terms of his employment as
Executive Vice President and President of Travel Network, is
terminated as of the effective date of the Employment Agreement,
without any payment or benefit to Mr. Menke in connection with
the termination. Mr. Menkes compensation is subject to Sabres
clawback policies and provisions as in place from time to time.
covenants during, and for the 24-month period following, his
employment with Sabre, as well as perpetual confidentiality and
non-disparagement covenants. The Employment Agreement provides
that Mr. Menkes prior employment agreement, dated as of October
5, 2015, which sets forth the terms of his employment as
Executive Vice President and President of Travel Network, is
terminated as of the effective date of the Employment Agreement,
without any payment or benefit to Mr. Menke in connection with
the termination. Mr. Menkes compensation is subject to Sabres
clawback policies and provisions as in place from time to time.
The foregoing is only a brief description of the material terms
of the Employment Agreement, does not purport to be a complete
description of the rights and obligations of the parties, and is
qualified in its entirety by reference to the Employment
Agreement filed as Exhibit 10.1.
of the Employment Agreement, does not purport to be a complete
description of the rights and obligations of the parties, and is
qualified in its entirety by reference to the Employment
Agreement filed as Exhibit 10.1.
In addition, on December 15, 2016, Sabre announced that Lawrence
W. Kellner will be designated as Sabres Executive Chairman of the
Board, effective December 31, 2016. Mr. Kellner currently serves
as Sabres non-executive Chairman of the Board and is expected to
return to this role following his service as Executive Chairman.
Mr. Kellner, 57, has served as President of Emerald Creek Group,
LLC, a private equity firm that he founded, since 2010. He served
as Chairman and Chief Executive Officer of Continental Airlines,
Inc., an international airline company, from December 2004
through December 2009. He served as President and Chief Operating
Officer of Continental Airlines from March 2003 to December 2004,
as President from May 2001 to March 2003 and was a member of
Continental Airlines board of directors from May 2001 to December
2009. Mr. Kellner currently serves on the board of directors of
The Boeing Company and Marriott International, Inc.
W. Kellner will be designated as Sabres Executive Chairman of the
Board, effective December 31, 2016. Mr. Kellner currently serves
as Sabres non-executive Chairman of the Board and is expected to
return to this role following his service as Executive Chairman.
Mr. Kellner, 57, has served as President of Emerald Creek Group,
LLC, a private equity firm that he founded, since 2010. He served
as Chairman and Chief Executive Officer of Continental Airlines,
Inc., an international airline company, from December 2004
through December 2009. He served as President and Chief Operating
Officer of Continental Airlines from March 2003 to December 2004,
as President from May 2001 to March 2003 and was a member of
Continental Airlines board of directors from May 2001 to December
2009. Mr. Kellner currently serves on the board of directors of
The Boeing Company and Marriott International, Inc.
In connection with Mr. Kellers election as Executive Chairman of
the Board, Sabre and Mr. Kellner entered into a letter agreement
(the Letter Agreement), dated as of December 15, 2016. Under the
Letter Agreement, as Executive Chairman of the Board, Mr. Kellner
received an equity grant on December 15, 2016, valued at
$2,000,000, in an equal value of stock options and restricted
stock units. The stock options and the restricted stock units
will vest in three approximately equal annual installments on the
first three anniversary dates of the grant date, subject to his
continued provision of services to Sabre through the applicable
anniversary date. If Mr. Kellners services end prior to the final
vesting date for any reason other than his voluntary retirement,
he will fully vest in any then-unvested portion of the award. Mr.
Kellner will also be eligible to receive regular annual equity
awards, subject to Board approval. He will also receive annual
cash base compensation of $500,000. Mr. Kellner will be entitled
to reimbursement for reasonable travel and other expenses
occurred by him as Executive Chairman. As Executive Chairman of
the Board, Mr. Kellner will not participate in Sabres
non-employee director compensation program.
the Board, Sabre and Mr. Kellner entered into a letter agreement
(the Letter Agreement), dated as of December 15, 2016. Under the
Letter Agreement, as Executive Chairman of the Board, Mr. Kellner
received an equity grant on December 15, 2016, valued at
$2,000,000, in an equal value of stock options and restricted
stock units. The stock options and the restricted stock units
will vest in three approximately equal annual installments on the
first three anniversary dates of the grant date, subject to his
continued provision of services to Sabre through the applicable
anniversary date. If Mr. Kellners services end prior to the final
vesting date for any reason other than his voluntary retirement,
he will fully vest in any then-unvested portion of the award. Mr.
Kellner will also be eligible to receive regular annual equity
awards, subject to Board approval. He will also receive annual
cash base compensation of $500,000. Mr. Kellner will be entitled
to reimbursement for reasonable travel and other expenses
occurred by him as Executive Chairman. As Executive Chairman of
the Board, Mr. Kellner will not participate in Sabres
non-employee director compensation program.
The foregoing is only a brief description of the material terms
of the Letter Agreement, does not purport to be a complete
description of the rights and obligations of the parties, and is
qualified in its entirety by reference to the Letter Agreement
filed as Exhibit 10.2.
of the Letter Agreement, does not purport to be a complete
description of the rights and obligations of the parties, and is
qualified in its entirety by reference to the Letter Agreement
filed as Exhibit 10.2.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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10.1
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Employment Agreement by and between Sabre Corporation
and Sean Menke, dated December 15, 2016. |
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10.2
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Letter Agreement by and between Sabre Corporation and
Lawrence W. Kellner, dated December 15, 2016. |
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99.1
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Press Release dated December 15, 2016.
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About SABRE CORPORATION (NASDAQ:SABR)
Sabre Corporation is a technology solutions provider to the global travel and tourism industry. The Company’s software, data, mobile and distribution solutions are used by hundreds of airlines and thousands of hotel properties to manage critical operations, including passenger and guest reservations, revenue management, flight, network and crew management. The Company operates in two segments: Sabre Travel Network, and Sabre Airline and Hospitality Solutions. The Sabre Travel Network segment is the Company’s global business-to-business travel marketplace for travel suppliers and travel buyers. The Sabre Airline and Hospitality Solutions segment offers a suite of software solutions primarily for airlines and hotel properties. The Company connects the travel suppliers, including airlines, hotels, car rental brands, rail carriers, cruise lines and tour operators, with travel buyers in a travel marketplace. The Company does business in approximately 160 countries around the world. SABRE CORPORATION (NASDAQ:SABR) Recent Trading Information
SABRE CORPORATION (NASDAQ:SABR) closed its last trading session up +0.21 at 25.50 with 1,670,585 shares trading hands.
