8-KLeadership ChangesExhibits & Filings

ROYAL CARIBBEAN CRUISES LTD 8-K Report, Executive Changes (Feb 22, 2012)

Filed February 22, 2012For Securities:RCL

Summary

This 8-K filing from Royal Caribbean Cruises Ltd. (RCL) announces a significant change to its executive compensation program, effective February 15, 2012. The Compensation Committee has approved a shift from a previous structure of stock options and time-based restricted stock units (RSUs) to a new model comprising a 50/50 mix of performance shares and time-based RSUs for officers, including Named Executive Officers (NEOs). This strategic change aims to better align executive pay with company performance and shareholder value. The new performance shares will vest on the third anniversary of the grant date, contingent on achieving pre-established business performance criteria over a defined period. Time-based RSUs will continue their four-year vesting schedule. Investors should note this move signifies the company's intent to enhance pay-for-performance alignment and manage executive incentives more effectively.

Key Highlights

  • 1RCL's Compensation Committee approved a revised long-term incentive award program for officers.
  • 2The new program features a 50/50 mix of performance shares and time-based restricted stock units (RSUs).
  • 3This replaces the prior program which consisted of stock options and time-based RSUs.
  • 4Performance shares will vest on the third anniversary based on achievement of pre-established business performance criteria.
  • 5Time-based RSUs will continue to vest in equal annual installments over a four-year period.
  • 6The company believes these changes will strengthen the link between pay and performance, diversify compensation, and mitigate risk.
  • 7Awards will be granted under the company's 2008 Equity Incentive Plan.

Frequently Asked Questions

The main change is the shift from a compensation structure based on stock options and time-based restricted stock units (RSUs) to a new program that uses a 50/50 split between performance shares and time-based RSUs for officers.

Performance shares will be awarded based on the fair market value of RCL common stock on the grant date. They will vest on the third anniversary of the grant date, provided that the company achieves certain pre-established business performance criteria for the relevant performance period.

RCL believes these changes will help diversify its compensation programs, strengthen the linkage between executive pay and company performance, strike a better balance among motivating officers, rewarding performance, mitigating risk, and helping executives increase their equity ownership.

This filing specifically addresses changes to the long-term incentive award program for officers, including all Named Executive Officers. It does not indicate changes for the broader employee base.