8-KCorporate ChangesExhibits & Filings

CARNIVAL CORP 8-K Report, Bylaw Amendment (Apr 20, 2009)

Filed April 20, 2009For Securities:CCL

Summary

This Form 8-K filing from Carnival Corporation and Carnival plc on April 20, 2009, primarily details amendments to their corporate governance documents. The key change is the adoption of amended and restated Articles of Association for Carnival plc and the Third Amended and Restated By-Laws for Carnival Corporation, driven by changes in UK company law, specifically the Companies Act 2006, and evolving corporate governance practices in both the UK and US. These amendments aim to align the companies' governing documents with current legal standards and best practices. For investors, the most significant changes introduced by the By-Laws include provisions for advance notice of shareholder proposals and director nominations, enabling the Board of Directors to act by written consent, and allowing the board to waive conflicts of interest for directors under specific conditions. Additionally, Carnival plc's authorized share capital was increased.

Key Highlights

  • 1Carnival plc adopted amended and restated Articles of Association on April 15, 2009.
  • 2Carnival Corporation adopted the Third Amended and Restated By-Laws on April 15, 2009.
  • 3Amendments are a response to the UK Companies Act 2006 and corporate governance developments.
  • 4Shareholder proposals and director nominations will now require advance notice and adherence to specified procedures.
  • 5The Board of Directors of Carnival Corporation is now authorized to act by written consent.
  • 6Provisions allow the Carnival Corporation board to waive director conflicts of interest under certain conditions.
  • 7Carnival plc's authorized share capital was increased.

Frequently Asked Questions

The amendments were made primarily to comply with changes in UK company law, notably the Companies Act 2006, and to align with current corporate governance practices in both the United Kingdom and the United States.

The Third Amended and Restated By-Laws of Carnival Corporation now require shareholders to provide advance notice of their intention to submit proposals or director nominations. This includes specific procedures and timelines that must be followed, along with certain information that must be provided to the company.

Yes, the new By-Laws add a provision authorizing the Board of Directors of Carnival Corporation to act by written consent, which means decisions can be made without requiring all directors to be present at a physical meeting, provided it is consistent with the company's Articles of Incorporation.

The increase in Carnival plc's authorized share capital, approved by shareholders, provides the company with greater flexibility for potential future financing needs, stock-based compensation plans, or other corporate actions that may require issuing additional shares.