8-KLeadership ChangesExhibits & Filings

CARNIVAL CORP 8-K Report, Executive Changes (Sep 1, 2009)

Filed September 1, 2009For Securities:CCL

Summary

This Form 8-K filing by Carnival Corporation and Carnival plc primarily reports on a new service agreement entered into by its subsidiary, Costa Crociere S.p.A., with its Chairman and CEO, Pier Luigi Foschi, effective August 27, 2009. The agreement outlines Mr. Foschi's compensation structure, including a base salary, a payment for a non-competition clause, and a performance-based bonus tied to the operating income of Costa and the broader Carnival Corporation. The agreement features a twelve-month term with automatic renewal, providing continuity for key leadership at Costa. The performance bonus structure is detailed, with targets based on Group Operating Income Per Berth Day (75%) and Corporation Operating Income (25%), and a range for bonuses from 50% to 150% of the target, with a maximum potential of 200% of the target bonus. The Compensation Committees retain discretion over target adjustments and bonus determinations, allowing for flexibility in response to various performance factors and market conditions. This filing is important for understanding executive compensation and incentive alignment within a significant segment of Carnival's operations.

Key Highlights

  • 1New service agreement signed with Pier Luigi Foschi, Chairman and CEO of Costa Crociere S.p.A.
  • 2Agreement effective August 27, 2009, with a 12-month term and automatic renewal.
  • 3Mr. Foschi's annual base salary set at €835,000.
  • 4An annual payment of €115,000 is included for a non-competition provision.
  • 5Performance-based bonus tied to Group Operating Income (75%) and Corporation Operating Income (25%), with a target bonus of €1.5 million for 2009.
  • 6Bonus payout ranges from 50% to 150% of the target, with a maximum potential of 200% of the target bonus.
  • 7Compensation Committees have discretion to adjust targets and bonus amounts based on various performance and other factors.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on a new service agreement entered into by Costa Crociere S.p.A., a subsidiary of Carnival plc, with its Chairman and CEO, Pier Luigi Foschi. This agreement details his compensation, performance incentives, and non-competition clauses.

Mr. Foschi's compensation includes an annual base salary of €835,000, an annual payment of €115,000 for a non-competition provision, and a performance-based bonus. The target bonus for 2009 is €1.5 million, with the actual bonus amount dependent on achieving operating income targets and potentially adjusted at the discretion of the Compensation Committees, up to a maximum of 200% of the target bonus.

The performance bonus is determined by reference to the Costa Crociere CEO Lines Management Incentive Plan (Costa MIP). It is calculated based on achieving targets for (1) Group Operating Income Per Berth Day (weighted at 75%) and (2) Corporation Operating Income (weighted at 25%). The bonus payout ranges from 50% to 150% of the target bonus based on performance against these targets, with discretion for the Compensation Committees to adjust and cap the final bonus at 200% of the target.

The non-competition provision requires Mr. Foschi to refrain from operating in favor of companies in competition with Costa, acquiring significant shareholdings (over 2%) in competing listed companies, enticing away Costa's suppliers, or inducing employees to leave Costa for competing cruise operators. For this restriction, he receives an annual compensation of €115,000.