8-KLeadership ChangesCorporate ChangesExhibits & Filings

CARNIVAL CORP 8-K Report, Executive Changes (Oct 19, 2007)

Filed October 19, 2007For Securities:CCL

Summary

Carnival Corporation (CCL) filed an 8-K on October 19, 2007, primarily detailing two significant administrative changes. Firstly, the Compensation Committee approved an amendment to the Supplemental Executive Retirement Plan (the "Plan") to allow new elections in 2007 regarding the timing and form of distributions for amounts payable in 2008 or later. This amendment aligns with IRS Notice 2006-79 and Section 409A Treasury Regulations, providing flexibility for executive compensation payouts. Secondly, the Board of Directors adopted the Second Amended and Restated By-Laws. This change updates Article V to permit the issuance of both certificated and uncertificated shares, a necessary step for Carnival to comply with the New York Stock Exchange's Direct Registration System, which became mandatory for listed companies effective January 1, 2008. These by-laws became effective immediately upon adoption on October 15, 2007.

Key Highlights

  • 1Amendment to Supplemental Executive Retirement Plan (SERP) approved by the Compensation Committee on October 15, 2007.
  • 2The SERP amendment allows for new elections regarding distribution timing and form for certain executive benefits, in compliance with IRS regulations (Notice 2006-79 and Section 409A).
  • 3This provides executive participants with flexibility for benefits payable in 2008 or later.
  • 4Carnival Corporation's Board of Directors adopted Second Amended and Restated By-Laws, effective October 15, 2007.
  • 5The By-Laws were updated to allow for the issuance of both certificated and uncertificated shares.
  • 6This change is a preparatory measure for Carnival's participation in the New York Stock Exchange's Direct Registration System.
  • 7Compliance with the Direct Registration System is mandatory for all NYSE-listed companies starting January 1, 2008.

Frequently Asked Questions

The amendment to the Supplemental Executive Retirement Plan allows eligible executives to make new elections in 2007 regarding the timing and form of distributions for benefits that are scheduled to be paid out in 2008 or later. This is done to comply with IRS regulations, specifically IRS Notice 2006-79 and Section 409A Treasury Regulations, providing flexibility to participants.

Carnival Corporation updated its By-Laws to allow for the issuance of both certificated and uncertificated shares. This change was necessary to enable the company to participate in the Direct Registration System, a requirement for all New York Stock Exchange listed companies that took effect on January 1, 2008.

For the average shareholder, these changes are primarily administrative and operational. The SERP amendment affects a select group of executives, and the By-Law change relates to how shares are managed and registered, facilitating compliance with stock exchange rules. While important for corporate governance and regulatory compliance, they do not represent a direct change in the company's business operations or financial performance that would immediately impact common stock value.