8-KLeadership ChangesExhibits & Filings

CARNIVAL CORP 8-K Report, Executive Changes (Apr 21, 2020)

Filed April 21, 2020For Securities:CCL

Summary

Carnival Corporation (CCL) announced on April 21, 2020, the appointment of Jeffrey J. Gearhart to its boards of directors, effective April 20, 2020. Mr. Gearhart brings extensive experience in corporate governance, legal, compliance, ethics, and security, having previously served as Executive Vice President, Global Governance and Corporate Secretary for Walmart, Inc. His appointment to the Compliance and Health, Environmental, Safety and Security Committees of the boards suggests a strengthened focus on these critical areas for the company. This move is significant as Carnival navigated the unprecedented challenges of the COVID-19 pandemic. Mr. Gearhart's background in overseeing complex legal and compliance functions at a major global corporation like Walmart is expected to be valuable in addressing regulatory scrutiny and enhancing corporate oversight during a turbulent period. Investors should view this appointment as a positive step towards reinforcing the company's governance structure and its commitment to operational integrity.

Key Highlights

  • 1Jeffrey J. Gearhart appointed to Carnival Corporation and Carnival plc boards of directors.
  • 2Mr. Gearhart's appointment is effective April 20, 2020.
  • 3He will serve on the Compliance and Health, Environmental, Safety and Security Committees.
  • 4Mr. Gearhart has a strong background in corporate governance, legal, compliance, ethics, and security from his tenure at Walmart.
  • 5He previously held significant roles at Walmart, including Executive Vice President, Global Governance and Corporate Secretary.
  • 6Mr. Gearhart will receive standard compensation for non-executive directors, including retainers and equity awards.
  • 7The filing references a press release (Exhibit 99.1) announcing the appointment.

Frequently Asked Questions

Mr. Gearhart's appointment is significant due to his extensive experience in corporate governance, legal, compliance, ethics, and security from his leadership roles at Walmart. His expertise is particularly relevant as Carnival navigates the complex operational and regulatory landscape, potentially strengthening the company's oversight in critical areas.

Mr. Gearhart will serve on the Compliance Committee and the Health, Environmental, Safety and Security Committees of both the Carnival Corporation and Carnival plc boards of directors.

Mr. Gearhart will be entitled to the same compensation as other non-executive directors. This includes annual retainers and equity compensation in the form of Carnival Corporation restricted stock or restricted stock units.

Before joining Carnival's board, Mr. Gearhart had a distinguished career at Walmart, Inc., where he was Executive Vice President, Global Governance and Corporate Secretary. His responsibilities there included oversight of global legal, compliance, ethics, and security functions. Prior to Walmart, he was a partner at Kutak Rock LLP, focusing on corporate, securities, and mergers and acquisitions law.