8-KLeadership ChangesExhibits & Filings

CARNIVAL CORP 8-K Report, Executive Changes (Jan 31, 2011)

Filed January 31, 2011For Securities:CCL

Summary

This Form 8-K filing by Carnival Corporation (CCL) on January 31, 2011, details the approval and granting of performance-based restricted stock units (Performance RSUs) to its named executive officers. The Compensation Committees of Carnival Corporation and Carnival plc approved these awards on January 28, 2011, under existing stock plans. The primary driver for vesting is the company's earnings per share (EPS) growth over a three-year performance period ending fiscal year 2013. This aligns executive compensation with the company's financial performance and long-term value creation for shareholders. Investors should note that the potential payout for these Performance RSUs can range from 0% to 200% of the target grant amount, making executive compensation directly tied to achieving specific EPS growth milestones. This structure suggests management's focus on improving profitability and shareholder returns over the specified period. The filing also includes the forms of the RSU award agreements as exhibits, providing transparency into the terms and conditions of these incentive awards.

Key Highlights

  • 1Carnival Corporation and Carnival plc approved Performance-Based Restricted Stock Units (Performance RSUs) for executive officers on January 28, 2011.
  • 2Awards are granted under the Carnival Corporation 2002 Stock Plan and the Carnival plc 2005 Employee Share Plan.
  • 3Vesting of Performance RSUs is contingent on Carnival Corporation & plc's earnings per share (EPS) growth over a three-year period ending fiscal 2013.
  • 4Executive officers can earn between 0% and 200% of their target Performance RSU amount based on EPS growth achievement.
  • 5Continued employment throughout the performance period is required for vesting, with exceptions for retirement, death, or disability.
  • 6Key executives receiving grants include Micky Arison, Howard S. Frank, David Bernstein, Gerald R. Cahill, and Pier Luigi Foschi.
  • 7The filing includes the form of the Performance RSU award agreements as exhibits, offering detail on the incentive structure.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the approval and granting of performance-based restricted stock units (Performance RSUs) to Carnival Corporation's executive officers. This compensation strategy aims to incentivize leadership based on the company's financial performance, specifically earnings per share growth.

Executive compensation through these Performance RSUs is directly tied to Carnival Corporation & plc's earnings per share (EPS) growth over a three-year period ending fiscal 2013. The amount of RSUs ultimately awarded can range from zero to 200% of the target grant, depending on the achievement of specific EPS growth targets.

To receive the Performance RSUs, executives must remain employed with Carnival Corporation & plc throughout the entire three-year performance period (ending fiscal 2013). Exceptions are made for early partial vesting in cases of retirement, death, or disability.

The filing specifically lists grants to several key executives, including Micky Arison (Chairman and CEO), Howard S. Frank (Vice Chairman and COO), David Bernstein (SVP and CFO), Gerald R. Cahill (President and CEO of Carnival Cruise Lines), and Pier Luigi Foschi (Chairman and CEO of Costa Crociere S.p.A.).