8-KShareholder Matters

ROYAL CARIBBEAN CRUISES LTD 8-K Report, Shareholder Vote Results (May 22, 2013)

Filed May 22, 2013For Securities:RCL

Summary

This 8-K filing from Royal Caribbean Cruises Ltd. (RCL) reports the outcomes of its 2013 Annual Meeting of Shareholders held on May 22, 2013. The meeting addressed several key agenda items, including the election of directors, an advisory vote on executive compensation, ratification of the independent auditor, and a shareholder proposal regarding board classification. Investors can take comfort in the strong support shown for management's proposals, including the overwhelming ratification of PricewaterhouseCoopers LLP as the independent auditor and a decisive advisory approval of executive compensation. A particularly noteworthy outcome was the approval of a shareholder proposal to eliminate the classified board structure. This indicates a shareholder desire for a more immediate accountability mechanism for directors. While the election of directors and the advisory vote on executive compensation received broad support, the approval of the shareholder proposal suggests an evolving governance preference among RCL's investors that the company will need to address.

Key Highlights

  • 1All three nominated directors (William L. Kimsey, Thomas J. Pritzker, and Bernt Reitan) were elected to the Board of Directors with a majority of votes cast.
  • 2Shareholders provided strong advisory approval for the compensation of named executive officers, with 93.18% of votes cast in favor.
  • 3PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2013 with overwhelming support (99.63% of votes cast in favor).
  • 4A shareholder proposal to eliminate the classification of the Board of Directors was approved by shareholders with 72.40% of votes cast in favor.
  • 5A significant majority of outstanding shares (179,288,338 out of 219,370,676) were represented at the meeting, ensuring a quorum and the validity of the votes cast.

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