8-KShareholder Matters

CARNIVAL CORP 8-K Report, Shareholder Vote Results (Apr 11, 2017)

Filed April 11, 2017For Securities:CCL

Summary

This Form 8-K filed by Carnival Corporation and Carnival plc reports on the outcomes of their Annual Meetings of Shareholders held on April 5, 2017. The primary focus of this filing is the voting results on various proposals, including the election of directors, advisory votes on executive compensation, and the re-appointment of auditors. All director nominees were re-elected or elected with significant shareholder support, indicating confidence in the current leadership. The company also received shareholder approval for its executive compensation policies and the frequency of advisory votes on such compensation, with a determination to hold an annual advisory vote going forward. Furthermore, shareholders approved the re-appointment of PricewaterhouseCoopers LLP as auditors for both Carnival Corporation and Carnival plc. Other key resolutions included approval for share buybacks, allotment of new shares, and disapplication of pre-emption rights, suggesting shareholder support for capital management strategies. Overall, the filing indicates a smooth annual meeting with strong shareholder backing for management and key corporate governance matters.

Key Highlights

  • 1All incumbent directors nominated for re-election were approved by shareholders, demonstrating continued confidence in the current board.
  • 2Shareholders approved, on an advisory (non-binding) basis, the executive compensation packages presented.
  • 3The frequency of advisory votes on executive compensation will be held annually, following shareholder determination to opt for the shortest frequency recommended.
  • 4PricewaterhouseCoopers LLP was re-appointed as the independent auditor for Carnival plc and ratified for Carnival Corporation.
  • 5Shareholders granted authority for Carnival plc to allot new shares and approved the disapplication of pre-emption rights.
  • 6Carnival plc received shareholder approval for a general authority to buy back its ordinary shares in the open market, supporting potential share repurchase programs.

Frequently Asked Questions

This Form 8-K was filed to report the voting results from the Annual Meetings of Shareholders of Carnival Corporation and Carnival plc held on April 5, 2017. It details shareholder decisions on director elections, executive compensation, auditor appointments, and other corporate matters.

Yes, all director nominees presented for re-election, including Micky Arison, Arnold W. Donald, and others, were re-elected by the shareholders. One new director, Helen Deeble, was also elected.

Following the shareholder vote on the frequency of advisory votes for executive compensation, Carnival Corporation and Carnival plc have determined to include an advisory vote on executive compensation annually until the next required vote on frequency.

PricewaterhouseCoopers LLP was re-appointed as the independent auditors for Carnival plc and the selection of the U.S. firm of PricewaterhouseCoopers LLP was ratified as the independent registered certified public accounting firm for Carnival Corporation.