8-KLeadership ChangesShareholder MattersExhibits & Filings

CARNIVAL CORP 8-K Report, Executive Changes (Apr 26, 2023)

Filed April 26, 2023For Securities:CCL

Summary

This 8-K filing reports on the results of Carnival Corporation and Carnival plc's Annual Shareholder Meetings held on April 21, 2023. The key takeaway for investors is the overwhelming approval of all proposals put forth by the Board of Directors. This includes the election of all director nominees, the approval of executive compensation, and the frequency of future advisory votes on executive pay. The company also received strong support for its auditors, remuneration reports, and share allotment and buyback authorities. Notably, shareholders voted in favor of holding a non-binding advisory vote on executive compensation every year, reinforcing the Board's recommendation. The amendment to the Carnival Corporation 2020 Stock Plan, increasing the number of authorized shares, also received shareholder approval. Overall, the meeting results indicate strong shareholder confidence and alignment with management's recommendations.

Key Highlights

  • 1All nominated directors were overwhelmingly elected to serve until the next annual shareholder meetings.
  • 2Shareholders approved, on an advisory, non-binding basis, executive compensation.
  • 3Shareholders voted in favor of holding an annual non-binding advisory vote on executive compensation.
  • 4The amendment to the Carnival Corporation 2020 Stock Plan, authorizing an increase in shares for issuance, was approved.
  • 5PricewaterhouseCoopers LLP was re-appointed as independent auditors for Carnival plc and ratified for Carnival Corporation.
  • 6The company received broad shareholder approval for various proposals including share buybacks and authority for share allotment.

Frequently Asked Questions

The main outcomes were the election of all director nominees, the approval of executive compensation on an advisory basis, and the decision to hold annual advisory votes on executive compensation. Shareholders also approved amendments to stock plans and the appointment of auditors.

While there were votes against some proposals, particularly the advisory vote on executive compensation, the overwhelming majority of votes were in favor, indicating strong shareholder support for management's recommendations.

The approval means that shareholders will have an annual opportunity to provide a non-binding advisory vote on executive compensation moving forward, until the next required vote on frequency.

Yes, shareholders approved an amendment to the Carnival Corporation 2020 Stock Plan which increases the number of shares authorized for issuance by 21,650,000.