Why is the Board of Directors expanding?

The Board of Directors is expanding from 11 to a potential 12 members due to the nomination of Ann S. Moore. This change, along with the amendment to the bylaws to allow for a flexible board size (10-12 directors), suggests a strategic decision by the current board to potentially add new perspectives or expertise to its composition.

What is the significance of removing obsolete share transfer restrictions?

The removal of obsolete references to share transfer restrictions from the Bylaws signifies the cleanup of outdated corporate governance provisions. These restrictions were tied to a shareholders agreement that was terminated in August 2011, and their removal streamlines the company's governing documents.

When will these changes officially take effect?

The proposed expansion of the Board is contingent on the election of Ann S. Moore at the 2012 Annual Shareholders Meeting. The amendment to the Bylaws, allowing for a board size between 10 and 12 directors and removing obsolete clauses, became effective upon the Board's resolution on April 2, 2012.

RCL 8-K: Corporate Changes

Summary

Royal Caribbean Cruises Ltd. (RCL) filed an 8-K on April 4, 2012, to disclose significant changes to its Board of Directors and corporate governance structure. The primary focus is the nomination of Ann S. Moore as a new Class I director, which would expand the Board from 11 to 12 members if elected at the upcoming 2012 Annual Shareholders Meeting. This strategic expansion indicates a potential shift in the company's governance approach and an effort to bring in new expertise.

Key Highlights

1Nomination of Ann S. Moore as a new Class I director for election at the 2012 Annual Shareholders Meeting.
2Proposed expansion of the Board of Directors from 11 to 12 members, pending shareholder election.
3Amendment to the company's Bylaws to allow for a Board size ranging between 10 and 12 directors.
4The exact number of directors will be determined by the Board of Directors through resolution.
5Removal of obsolete references in the Bylaws related to previously terminated share transfer restrictions.
6Company issued a press release on April 3, 2012, regarding Ms. Moore's nomination, furnished as an exhibit.

ROYAL CARIBBEAN CRUISES LTD 8-K Report, Bylaw Amendment (Apr 5, 2012)

Summary

Key Highlights

Frequently Asked Questions