8-KShareholder Matters

CARNIVAL CORP 8-K Report, Shareholder Vote Results (Apr 17, 2012)

Filed April 17, 2012For Securities:CCL

Summary

This Form 8-K filing from Carnival Corporation and Carnival plc details the results of their respective annual shareholder meetings held on April 11, 2012. The report indicates strong shareholder support for the re-election of all incumbent directors, including Micky Arison and other key executives. Furthermore, shareholders overwhelmingly approved the re-appointment of PricewaterhouseCoopers LLP as auditors for both entities and ratified the selection for the U.S. firm. Other approved items included the authorization of audit committee to set auditor remuneration, the approval of fiscal 2011 executive compensation, and the company's ability to allot new shares and buy back shares. Notably, a shareholder proposal was put forth but did not receive majority support, failing to pass. The robust approval percentages for director re-elections and key corporate matters suggest continued shareholder confidence in the current management and governance structure of Carnival. Investors should note the overwhelming support for auditor ratification and the share repurchase authorization as positive indicators of financial oversight and capital management.

Key Highlights

  • 1All incumbent directors, including Micky Arison and other key management figures, were overwhelmingly re-elected to the boards of Carnival Corporation and Carnival plc.
  • 2Shareholders provided strong approval for the re-appointment of PricewaterhouseCoopers LLP as the independent auditor for Carnival plc and ratification of the U.S. firm for Carnival Corporation.
  • 3The Audit Committee's authority to determine auditor remuneration was approved by a significant majority of shareholders.
  • 4Shareholders ratified the fiscal 2011 compensation of named executive officers for Carnival Corporation & plc.
  • 5Approval was granted for Carnival plc to allot new shares and to disapply pre-emption rights related to such allotments.
  • 6Shareholders overwhelmingly authorized Carnival plc to buy back its ordinary shares in the open market.
  • 7A shareholder proposal was voted on but did not receive majority support and therefore failed to pass.

Frequently Asked Questions

Yes, all 14 director nominees, including Micky Arison and other current directors, were re-elected with substantial 'Votes For' percentages, indicating strong shareholder support for the existing board composition.

Shareholders overwhelmingly approved the re-appointment of PricewaterhouseCoopers LLP as the independent auditors for Carnival plc and ratified the selection of the same firm as the independent registered certified public accounting firm for Carnival Corporation. The 'Votes For' were nearly 99% of the votes cast, excluding abstentions and broker non-votes.

No, the only shareholder proposal presented (Proposal 23) did not receive majority support. While 159,568,960 shares voted 'For' the proposal, 469,442,399 shares voted 'Against' it.

The overwhelming approval for Carnival plc to buy back its ordinary shares indicates shareholder confidence in the company's financial position and management's strategy to return capital to shareholders. This provides management with flexibility to reduce the number of outstanding shares, potentially increasing earnings per share.