8-KMaterial Agreements

CARNIVAL CORP 8-K Report, Material Agreement (Dec 6, 2004)

Filed December 6, 2004For Securities:CCL

Summary

This 8-K filing details significant changes in the role and compensation of A. Kirk Lanterman, a key executive officer and director of Carnival Corporation & plc. Effective November 30, 2004, Mr. Lanterman resigned from his officer and director positions within Holland America Line Inc. (HAL), a subsidiary. He has entered into an 11-month consulting agreement with HAL, effective January 1, 2005, where he will serve as "Chairman" in a non-executive capacity, providing strategic, financial, and historical consulting services for up to 1,000 hours annually. Concurrently, Mr. Lanterman transitioned from an executive director to a non-executive director of Carnival Corporation & plc. This consulting agreement and his board role are compensated separately. The consulting arrangement includes an annual compensation of $788,000, medical/dental benefits, and indemnification. The filing also outlines his employment terms for December 2004, leading up to his resignation as a HAL employee, and his eligibility for the 2004 Profit Sharing Plan if an employee in good standing at year-end. Investors should note the structured transition of a senior executive and the associated financial arrangements.

Key Highlights

  • 1A. Kirk Lanterman, an executive officer and director of Carnival Corp & plc, entered into an 11-month consulting agreement with Holland America Line Inc. (HAL) effective January 1, 2005.
  • 2Mr. Lanterman will serve as "Chairman" of HAL in a non-executive capacity, providing consulting services up to 1,000 hours annually.
  • 3The consulting agreement has an annual compensation of $788,000, payable monthly, and includes eligibility for medical and dental insurance.
  • 4Mr. Lanterman resigned from all officer and director positions within HAL affiliates and divisions, effective November 30, 2004.
  • 5He also transitioned from an executive director to a non-executive director of Carnival Corporation & plc.
  • 6A separate December Employment Agreement covers his employment with HAL for December 2004, with potential eligibility for the HAL Profit Sharing Plan for 2004.
  • 7The company has agreed to indemnify Mr. Lanterman for services provided under the consulting agreement and his director role.

Frequently Asked Questions

Mr. Lanterman has entered into an 11-month consulting agreement with Holland America Line (HAL) to serve as a non-executive "Chairman." He will provide consulting services for strategic, financial, and historical analyses. His compensation for this role is $788,000 annually, paid in monthly installments, and he is eligible for medical and dental benefits.

Mr. Lanterman resigned from his officer and director positions within HAL and its affiliates to transition into a non-executive consulting role as "Chairman" of HAL and a non-executive director of Carnival Corporation & plc. This filing outlines the agreements governing these new capacities.

Mr. Lanterman has transitioned to a non-executive director role for Carnival Corporation & plc. He will not receive fees for serving as a director but is eligible for expense reimbursement. The company has agreed to provide full indemnification and maintain directors' and officers' liability insurance for his benefit.

The primary financial impact is the $788,000 annual compensation to Mr. Lanterman for his consulting services with HAL, along with associated benefits. There's also the cost of indemnification and D&O insurance related to his non-executive directorship. The filing does not indicate any immediate material adverse financial impact beyond these disclosed compensation and liability provisions.