8-KMaterial AgreementsExhibits & Filings

CARNIVAL CORP 8-K Report, Material Agreement (Apr 19, 2005)

Filed April 19, 2005For Securities:CCL

Summary

Carnival Corporation and Carnival plc announced on April 19, 2005, that their shareholders approved two key equity plans on April 13, 2005. The Amended and Restated Outside Director Stock Plan (Outside Director Plan) was updated to increase the share pool, allow for restricted stock and restricted stock units, and provide more flexibility in award types for non-executive directors. The Carnival plc 2005 Employee Share Plan (PLC Share Plan) was adopted to replace a previous plan, offering enhanced flexibility in award types (options, restricted shares, restricted stock units) for employees and executive directors to better align their interests with shareholders and improve recruitment and retention. These shareholder approvals represent a move by Carnival to enhance its executive and director compensation structures, aiming to incentivize key personnel and align their financial interests more closely with those of the company's shareholders. The changes, particularly the expanded share pool and introduction of new award types, signal a commitment to utilizing equity-based compensation as a strategic tool for talent management and performance alignment across both Carnival Corporation and Carnival plc entities.

Key Highlights

  • 1Shareholders of Carnival Corporation and Carnival plc approved the Amended and Restated Outside Director Stock Plan and the Carnival plc 2005 Employee Share Plan.
  • 2The Outside Director Plan's share pool for common stock issuance was increased from 800,000 to 1,000,000 shares.
  • 3The Outside Director Plan now permits awards of restricted stock and restricted stock units, in addition to stock options.
  • 4The Carnival plc 2005 Employee Share Plan replaces the previous Carnival plc Executive Share Option Plan, offering greater flexibility.
  • 5The PLC Share Plan allows for awards of options, restricted shares, and restricted stock units for employees and executive directors.
  • 6The PLC Share Plan aims to strengthen recruitment and retention of talent and align employee interests with shareholders.
  • 7The maximum number of Carnival plc ordinary shares issuable under the PLC Share Plan is capped at 10% of its issued ordinary share capital over a ten-year period.

Frequently Asked Questions

The Amended and Restated Outside Director Stock Plan primarily increases the number of Carnival Corporation common shares available for awards from 800,000 to 1,000,000. It also expands the types of awards to include restricted stock and restricted stock units, alongside stock options, and provides the Compensation Committee with discretion over the form of annual awards.

The Carnival plc 2005 Employee Share Plan (PLC Share Plan) is designed to replace the prior executive share option plan. Its main purposes are to provide greater flexibility in equity compensation for employees and executive directors, enhance the company's ability to recruit and retain talent, and more closely align employee interests with those of shareholders.

The PLC Share Plan allows for three types of awards: options to purchase Carnival plc ordinary shares, restricted shares of Carnival plc ordinary shares, and restricted stock units. These can be granted individually or in combination at the Compensation Committee's discretion.

Yes, the total number of Carnival plc ordinary shares issued under the PLC Share Plan, when aggregated with other employee share plans over a ten-year period, cannot exceed 10% of Carnival plc's issued ordinary share capital. Additionally, no more than 3.5 million shares can be issued upon the exercise of incentive stock options.