8-KShareholder Matters

CARNIVAL CORP 8-K Report, Shareholder Vote Results (Apr 26, 2021)

Filed April 26, 2021For Securities:CCL

Summary

This 8-K filing reports on the results of Carnival Corporation and Carnival plc's Annual Shareholder Meetings held on April 20, 2021. The primary focus of the report is the outcome of various shareholder votes on director elections, executive compensation, auditor appointments, and share-related authorizations. All director nominees for both Carnival Corporation and Carnival plc were overwhelmingly re-elected, indicating strong shareholder confidence in the current leadership and board composition during a challenging period for the company and the broader travel industry. Additionally, shareholders provided advisory approval for executive compensation and the Directors' Remuneration Report, along with ratifying the appointment of PricewaterhouseCoopers LLP as auditors for both entities.

Key Highlights

  • 1All proposed director nominees for Carnival Corporation and Carnival plc were re-elected with significant majority support.
  • 2Shareholders provided advisory approval for executive compensation with a substantial 'For' vote.
  • 3PricewaterhouseCoopers LLP was re-appointed as the independent auditor for Carnival plc and ratified for Carnival Corporation.
  • 4Shareholder approval was granted for the authorization of the Audit Committee to determine auditor remuneration.
  • 5The company received broad shareholder support for share allotment and buy-back authorities for Carnival plc.
  • 6A proposal to amend the Carnival Corporation 2020 Stock Plan also received majority approval.
  • 7A significant number of broker non-votes were recorded for director elections and some advisory proposals, common in these types of meetings.

Frequently Asked Questions

Yes, all director nominees presented for election at the Annual Meetings for both Carnival Corporation and Carnival plc received a substantial majority of the votes cast in favor of their re-election or election.

Shareholders approved the executive compensation on a non-binding advisory basis, with a significant majority of votes cast in favor of the proposal.

PricewaterhouseCoopers LLP was re-appointed as the independent auditor for Carnival plc and its selection was ratified as the independent registered public accounting firm for Carnival Corporation.

Broker non-votes occur when a broker holding shares in 'street name' for a client does not have voting instructions for a particular proposal. While these shares are considered present for quorum purposes, they are not counted as either for or against the proposal. This filing indicates a notable number of broker non-votes for director elections and some other matters.