01—Abstract
Summary
Summary of the 10-K/A filed March 27, 2003. Cited figures are marked; the original filing is the authoritative source.
Carnival Corporation's 2002 10-K filing, an amendment filed in March 2003, details executive compensation, director information, and significant corporate events, most notably the pending combination with P&O Princess under a Double Listed Company (DLC) structure, anticipated to close in early 2003.
This strategic move is poised to create a dominant force in the cruise industry, significantly expanding the company's global reach and fleet. The filing also provides insights into the compensation packages of key executives, including stock options and restricted stock, and outlines the remuneration for non-employee directors, which includes retainers and annual stock option grants. Investors should note the comprehensive information regarding beneficial ownership, highlighting significant stakes held by the Arison family and related trusts, as well as other major shareholders.
The report also details various related-party transactions, underscoring the company's commitment to arm's-length dealings. The information presented is crucial for understanding the corporate governance and potential future direction of Carnival Corporation following the significant merger.
02—Key points
Key Highlights
- Carnival Corporation is in the process of a significant business combination with P&O Princess, structured as a Double Listed Company (DLC), expected to close in early 2003.
- The company's executive compensation structure includes substantial salaries, bonuses, restricted stock awards, and stock options for its top executives.
- Micky Arison, Chairman and CEO, holds a significant beneficial ownership of Carnival Corporation's common stock, alongside various Arison family trusts.
- Non-employee directors receive a combination of annual retainers, meeting fees, and stock options as compensation.
- The filing discloses various related-party transactions, including sponsorship agreements, aircraft management services, and office space leases involving family members and affiliated entities.
- All reporting persons reviewed appear to have filed Section 16(a) reports on a timely basis, with a single exception for a late report by Micky Arison.
- The company maintains equity compensation plans approved by security holders, with a substantial number of shares available for future issuance.
03—Questions
Frequently Asked Questions
What is the status of the proposed combination with P&O Princess?
The filing indicates that an agreement for a combination with P&O Princess under a DLC structure was entered into on January 8, 2003, and was anticipated to be completed in early 2003. This transaction was expected to be a major development for Carnival Corporation.
How are Carnival's top executives compensated?
The Summary Compensation Table shows that top executives like Micky Arison and Howard S. Frank receive significant annual salaries, substantial bonuses, and long-term compensation in the form of restricted stock awards and stock options. For example, in 2002, Micky Arison received $501,000 in salary, $1,675,000 in bonus, and $1,546,200 in restricted stock awards.
Who are the significant beneficial owners of Carnival Corporation's stock?
The Arison family, including Micky Arison and Shari Arison, along with various Arison family trusts and related entities, are significant beneficial owners. Notably, Micky Arison and associated trusts hold a substantial percentage of the voting power. James M. Dubin, as trustee for several trusts, also holds a significant stake. The filing details ownership percentages for various trusts and individuals, totaling approximately 39.8% for all directors and executive officers as a group.
What types of transactions are considered 'related-party transactions' and are they disclosed?
Yes, related-party transactions are disclosed. These include sponsorship agreements with entities related to Micky Arison (e.g., Miami Heat), aircraft management services provided to entities controlled by Shari Arison, yacht management services for family members, and leasing office space to the Ted Arison Family Foundation. The company states it has a policy of dealing with affiliated entities on an arm's-length basis.
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