Date of Report (date of earliest event reported) April 21, 2023
Carnival Corporation
Carnival plc
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Republic of Panama
England and Wales
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
001-9610
001-15136
(Commission File Number)
(Commission File Number)
59-1562976
98-0357772
(IRS Employer Identification No.)
(IRS Employer Identification No.)
3655 N.W. 87th Avenue
Miami, Florida33178-2428
United States of America
Carnival House
100 Harbour Parade
SouthamptonSO15 1ST
United Kingdom
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
(305) 599-2600
01144 23 8065 5000
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
None
None
(Former name or former address, if changed since last report.)
(Former name, former address, if changed since last report.)
Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrants 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock ($0.01 par value)
CCL
New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depository Shares ($1.66 par value) Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust
CUK
New York Stock Exchange, Inc.
1.000% Senior Notes due 2029
CUK29
New York Stock Exchange LLC
Indicate by check mark whether the registrants are emerging growth companies 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 companies ☐
If emerging growth companies, indicate by check mark if the registrants have 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. ☐
Item 5.07 – Submission of Matters to a Vote of Security Holders.
The annual meetings of shareholders of Carnival Corporation and Carnival plc were held on April 21, 2023 (the “Annual Meetings”). On all matters which came before the Annual Meetings, holders of Carnival Corporation common stock and Carnival plc ordinary shares were entitled to one vote for each share held. Proxies for 773,999,475 shares entitled to vote were received in connection with the Annual Meetings.
All of the nominees were elected at the Annual Meetings to serve as directors of Carnival Corporation and Carnival plc until the next annual meetings of shareholders. Carnival Corporation and Carnival plc’s shareholders also voted in favor of holding a non-binding advisory vote on executive compensation every year and approved all other proposals that were submitted at the Annual Meetings, as recommended by the Boards of Directors. The matters which were submitted to Carnival Corporation and Carnival plc’s shareholders for approval at the Annual Meetings and the tabulation of the final votes with respect to each such matter were as follows:
Director Elections.
Proposal
For
Against
Abstain
Broker Non-Votes
1.
To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc
511,982,137
24,543,367
2,312,552
235,161,369
2.
To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc
511,087,373
25,348,539
2,402,194
235,161,369
3.
To re-elect Jason Glen Cahilly as a director of Carnival Corporation and Carnival plc
489,515,466
46,798,354
2,524,236
235,161,369
4.
To re-elect Helen Deeble as a director of Carnival Corporation and Carnival plc
489,354,560
47,034,786
2,448,700
235,161,369
5.
To re-elect Jeffrey J. Gearhart as a director of Carnival Corporation and Carnival plc
530,169,869
6,131,266
2,536,921
235,161,369
6.
To re-elect Katie Lahey as a director of Carnival Corporation and Carnival plc
526,934,548
9,443,536
2,459,992
235,161,369
7.
To elect Sara Mathew as a director of Carnival Corporation and Carnival plc
527,333,101
9,014,854
2,485,306
235,161,369
8.
To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc
504,284,238
32,012,471
2,541,347
235,161,369
9.
To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc
470,827,506
65,487,245
2,523,305
235,161,369
10.
To elect Josh Weinstein as a director of Carnival Corporation and Carnival plc
522,893,974
13,458,989
2,485,093
235,161,369
11.
To re-elect Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc
466,984,464
69,362,959
2,490,633
235,161,369
Other Matters.
12.
To hold a (non-binding) advisory vote to approve executive compensation.
444,957,517
74,964,294
18,916,245
235,161,369
Proposal
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
13.
To hold a (non-binding) advisory vote on how frequently shareholders should vote to approve compensation of the Named Executive Officers
529,487,448
1,322,160
2,433,603
1,963,565
235,161,369
Proposal
For
Against
Abstain
Broker Non-Votes
14.
To hold a (non-binding) advisory vote to approve the Carnival plc Directors’ Remuneration Report (other than the part containing the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report)
452,690,134
83,431,480
2,716,442
235,161,369
15.
To approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report
510,280,823
9,221,491
19,335,742
235,161,369
16.
To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Carnival Corporation
753,322,205
16,901,449
3,775,771
0
17.
To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditors of Carnival plc
759,867,524
9,552,104
4,579,747
0
18.
To receive the accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2022
764,683,422
4,356,343
4,959,660
0
19.
To approve the giving of authority for the allotment of new shares by Carnival plc
728,322,710
39,604,791
6,071,924
0
20.
To approve the disapplication of pre-emption rights in relation to the allotment of new shares and sale of treasury shares by Carnival plc
744,940,988
21,298,296
7,760,141
0
21.
To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market
754,409,989
14,470,770
5,118,666
0
22.
To approve the Amendment of the Carnival Corporation 2020 Stock Plan
520,600,573
15,299,618
2,937,864
235,161,369
In light of the voting results on Proposal 13 and in accordance with the recommendation of the Boards of Directors, Carnival Corporation and Carnival plc have determined to hold a non-binding advisory vote on executive compensation every year until the next required vote on the frequency of such vote.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As reported above, at the Annual Meetings, Carnival Corporation and Carnival plc’s shareholders approved the amendment of the Carnival Corporation 2020 Stock Plan (the “2020 Plan”), which increased the number of shares authorized for issuance under the 2020 Plan by 21,650,000 shares. The amendment of the 2020 Plan is described in more detail in the Carnival Corporation and Carnival plc’s 2023 Definitive Proxy Statement, as filed with the Securities and Exchange Commission on February 28, 2023 (the “Proxy Statement”).
The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the amendment of the 2020 Plan, which is attached hereto as Exhibit 10.1.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Amendment of the Carnival Corporation 2020 Stock Plan.
104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.