UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) August 6, 2025
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter).
Emerging growth companies ☐
If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02(e) – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 6, 2025, Carnival Corporation (the “Company”) entered into compensation protection and restrictive covenants agreements (the “Agreements”) with the following Named Executive Officers: Josh Weinstein, Chief Executive Officer (“CEO”), David Bernstein, Chief Financial Officer, Bettina Deynes, Chief Human Resources Officer, and Enrique Miguez, General Counsel (the “Officers”).
The Agreements provide that in the event an Officer is terminated without Cause (as such term is defined in the Agreements), involuntarily terminated due to a position elimination, adverse impact reassignment, reduction of base pay by 10% or target compensation of 15%, or terminated upon mutual agreement, the Officer will receive severance in the amount equal to the sum of (i) two times (in case of the CEO) or one times (in case of the other Officers) his or her annualized base salary for the compensation cycle in which termination occurs, and (ii) two times (in case of the CEO) or 0.5 times (in case of the other Officers) their annual target cash bonus for the compensation cycle in which the termination occurs, payable in equal installments over a two year period (in case of the CEO) or a one year period (in case of the other Officers). The right to receive the above severance is conditional on the Officer’s execution of a customary waiver and general release.
The Agreements include confidentiality, non-competition, non-disparagement and non-solicitation restrictive covenants. The non-competition and non-solicitation restrictive covenants are for a period of two years (in case of the CEO) or one year (in case of the other Officers), in each case following the Officer’s termination of employment, regardless of the reason.
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, forms of which are expected to be filed as exhibits to Carnival Corporation & plc’s Quarterly Report on Form 10-Q for the quarter ending August 31, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARNIVAL CORPORATION | CARNIVAL PLC | |||||||||||||
| By: | /s/ Enrique Miguez | By: | /s/ Enrique Miguez | |||||||||||
| Name: | Enrique Miguez | Name: | Enrique Miguez | |||||||||||
| Title: | General Counsel | Title: | General Counsel | |||||||||||
| Date: | August 8, 2025 | Date: | August 8, 2025 | |||||||||||