8-KLeadership ChangesCorporate ChangesExhibits & Filings

ROYAL CARIBBEAN CRUISES LTD 8-K Report, Executive Changes (Dec 6, 2018)

Filed December 6, 2018For Securities:RCL

Summary

Royal Caribbean Cruises Ltd. (RCL) announced a significant change in its Board of Directors with the appointment of Stephen R. Howe Jr. as an independent director, effective December 4, 2018. Mr. Howe brings extensive experience, having recently retired as the U.S. Chairman and Managing Partner of Ernst & Young (EY), where he held significant leadership roles for over 35 years, including executive sponsorship of diversity and inclusion initiatives. His background in financial services and extensive leadership at a major accounting firm is expected to provide valuable oversight and strategic guidance to the company. In conjunction with Mr. Howe's appointment, the Board also amended its By-Laws to adjust the size of the Board, setting the range between ten and thirteen directors. With Mr. Howe's addition, the Board now comprises its maximum of thirteen directors. This move underscores RCL's commitment to strengthening its corporate governance and ensuring robust independent oversight. Investors should note that while EY has provided consulting services to RCL, Mr. Howe retired from EY prior to his appointment, and EY is not the company's independent auditor.

Key Highlights

  • 1Appointment of Stephen R. Howe Jr. as an independent director to the Board.
  • 2Mr. Howe's extensive leadership background at Ernst & Young (EY) for over 35 years.
  • 3The Board size has been amended to consist of between ten and thirteen directors.
  • 4RCL's Board now has its maximum of thirteen directors following Mr. Howe's appointment.
  • 5Mr. Howe is considered an independent director under NYSE listing standards and company principles.
  • 6EY provides consulting services to RCL, but Mr. Howe retired from EY before his appointment.
  • 7EY is not the independent auditor for Royal Caribbean Cruises Ltd.

Frequently Asked Questions

Stephen R. Howe Jr. was appointed as an independent director to the Board of Directors of Royal Caribbean Cruises Ltd. (RCL) effective December 4, 2018. He recently retired as the U.S. Chairman and Managing Partner of Ernst & Young (EY) and brings over 35 years of experience in leadership roles, particularly in the financial services sector and with a focus on diversity and inclusion.

Yes, the Board of Directors amended its By-Laws to set the size of the Board between ten and thirteen directors. With the appointment of Mr. Howe, the Board now consists of thirteen directors, which is the maximum number allowed under the new By-Laws.

The filing states that Mr. Howe retired from EY on December 1, 2018, prior to his appointment to the Board on December 4, 2018. While EY provides consulting services to RCL, Mr. Howe is considered an independent director, and EY is not the company's independent auditor. The company has disclosed the fees related to EY's consulting services.

Mr. Howe will receive the same fees and compensation as other non-management directors for his services as an independent director. Details of this compensation can be found in the Company's definitive proxy statement filed on April 23, 2018.