8-KLeadership ChangesRegulation FDExhibits & Filings

CARNIVAL CORP 8-K Report, Executive Changes (Nov 3, 2022)

Filed November 3, 2022For Securities:CCL

Summary

Carnival Corporation (CCL) announced a significant leadership transition via an 8-K filing on November 3, 2022. Arnold W. Donald will be resigning from his position as a Director and Vice Chair, effective November 30, 2022. This change marks the end of his tenure as a board member. Following his resignation from the board, Mr. Donald will enter into a consulting agreement with Carnival Corporation and Carnival plc. This agreement, effective from December 1, 2022, through February 28, 2025, will see him provide advisory services to key executives, including the Chair and CEO. He will receive $1 million annually for these services, along with health coverage for himself and his spouse. A non-compete clause is also included, restricting him from working with direct competitors or other cruise lines for a specified period.

Key Highlights

  • 1Arnold W. Donald resigns as Director and Vice Chair of Carnival Corporation/plc, effective November 30, 2022.
  • 2Donald enters a consulting agreement to advise company leadership from December 1, 2022, to February 28, 2025.
  • 3Consulting agreement compensation is $1 million per year plus health care coverage for Donald and his spouse.
  • 4A non-compete clause prohibits Donald from serving direct competitors for the term of the agreement and six months thereafter.
  • 5The company filed a press release (Exhibit 99.1) announcing Mr. Donald's resignation.
  • 6The consulting agreement (Exhibit 10.1) details the terms of his post-board advisory role.

Frequently Asked Questions

The filing states Arnold W. Donald announced his resignation from his position as a Director and Vice Chair, effective November 30, 2022. The specific reasons beyond this announcement are not detailed in this particular 8-K filing, but it is common for long-serving executives to transition to advisory roles or step down from directorships.

After his resignation, Mr. Donald will serve as a consultant to Carnival Corporation and Carnival plc. He will provide advice to the Chair, President and Chief Executive Officer, and other officers from December 1, 2022, through February 28, 2025.

Under the consulting agreement, Mr. Donald will receive $1 million per year for his advisory services. Additionally, he and his spouse will receive health care coverage during the term of the agreement.

Yes, the consulting agreement includes a non-compete clause. Mr. Donald is prohibited from providing services to any direct competitor of Carnival Corporation/plc or any other cruise line during the term of the consulting agreement and for six months following its termination.