Carnival Plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Marine Transportation
Consumer Discretionary
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) April 17, 2026
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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).
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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 5.07 – Submission of Matters to a Vote of Security Holders.
Annual Meetings
The annual meetings of shareholders of Carnival Corporation and Carnival plc were held on April 17, 2026 (the “Annual Meetings”). On all matters which came before the Annual Meetings, holders of Carnival Corporation common stock and Carnival plc ordinary shares were entitled to one vote for each share held. Proxies for 1,205,637,579 shares entitled to vote were received in connection with the Annual Meetings.
All of the nominees were elected at the Annual Meetings to serve as directors of Carnival Corporation and Carnival plc until the next annual meetings of shareholders. Carnival Corporation and Carnival plc’s shareholders also approved all other proposals that were submitted at the Annual Meetings, as recommended by the Boards of Directors.
The matters which were submitted to Carnival Corporation and Carnival plc’s shareholders for approval at the Annual Meetings and the tabulation of the final votes with respect to each such matter were as follows:
Director Elections.
Proposal | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||
1. | To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc | 885,002,049 | 31,232,814 | 682,207 | 144,365,254 | |||||||||||||||
2. | To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc | 875,364,523 | 40,769,204 | 783,343 | 144,365,254 | |||||||||||||||
3. | To re-elect Jason Glen Cahilly as a director of Carnival Corporation and Carnival plc | 906,334,457 | 9,786,767 | 795,846 | 144,365,254 | |||||||||||||||
4. | To re-elect Nelda J. Connors as a director of Carnival Corporation and Carnival plc | 905,722,778 | 10,402,443 | 791,849 | 144,365,254 | |||||||||||||||
5. | To re-elect Helen Deeble as a director of Carnival Corporation and Carnival plc | 907,516,980 | 8,613,066 | 787,024 | 144,365,254 | |||||||||||||||
6. | To re-elect Jeffrey J. Gearhart as a director of Carnival Corporation and Carnival plc | 911,045,968 | 5,066,698 | 804,404 | 144,365,254 | |||||||||||||||
7. | To re-elect Katie Lahey as a director of Carnival Corporation and Carnival plc | 898,488,541 | 17,635,989 | 792,540 | 144,365,254 | |||||||||||||||
8. | To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc | 815,433,057 | 100,638,837 | 845,176 | 144,365,254 | |||||||||||||||
9. | To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc | 835,320,505 | 80,762,636 | 833,929 | 144,365,254 | |||||||||||||||
10. | To re-elect Josh Weinstein as a director of Carnival Corporation and Carnival plc | 900,871,675 | 15,262,559 | 782,836 | 144,365,254 | |||||||||||||||
Proposal | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||
11. | To re-elect Randy Weisenburger as a director of Carnival Corporation and Carnival plc | 829,916,228 | 86,159,361 | 841,481 | 144,365,254 | |||||||||||||||
Other Matters. | ||||||||||||||||||||
12. | To hold a (non-binding) advisory vote to approve executive compensation | 879,051,088 | 29,497,346 | 8,368,636 | 144,365,254 | |||||||||||||||
13. | To hold a (non-binding) advisory vote to approve the Carnival plc Directors’ Remuneration Report | 883,294,017 | 25,278,501 | 8,344,552 | 144,365,254 | |||||||||||||||
14. | To appoint Deloitte LLP as independent auditor of Carnival plc and to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Carnival Corporation | 1,057,700,041 | 2,000,000 | 1,582,283 | 144,365,254 | |||||||||||||||
15. | To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditor of Carnival plc | 1,057,519,943 | 2,285,498 | 1,476,883 | 144,365,254 | |||||||||||||||
16. | To receive the accounts and reports of the Directors and auditor of Carnival plc for the year ended November 30, 2025 | 1,052,393,969 | 1,587,384 | 7,300,971 | 144,365,254 | |||||||||||||||
17. | To approve the giving of authority for the allotment of new shares by Carnival plc | 1,034,070,171 | 25,658,516 | 1,553,637 | 144,365,254 | |||||||||||||||
18. | To approve, subject to Proposal 17 passing, the disapplication of pre-emption rights in relation to the allotment of new shares and sale of treasury shares by Carnival plc | 1,049,666,989 | 9,658,081 | 1,957,255 | 144,365,254 | |||||||||||||||
19. | To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market | 1,053,498,983 | 2,151,546 | 5,631,795 | 144,365,254 | |||||||||||||||
Carnival plc Court Meeting
In addition, the Carnival plc Court Meeting (the “Court Meeting”) was held on April 17, 2026, in connection with the proposed unification of Carnival Corporation and Carnival plc’s dual listed company structure and the redomiciliation of Carnival Corporation from Panama to Bermuda (the “DLC Unification and Redomiciliation Transactions”).
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder present (in person or by proxy) was entitled to one vote per Scheme Share held at 6:30 p.m. BST on April 15, 2026. In summary, the requisite majority of Scheme Shareholders present and voting (in person or by proxy), being a majority in number of Scheme Shareholders present and voting (either in person or by proxy) voted in favor of the Scheme at the Court Meeting, and they represented not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders.
| Scheme Shareholders who voted* | Scheme Shares voted | Number of Scheme Shares voted as a percentage of Scheme Shares entitled to vote on the Scheme** | |||||||||||||||
| Number | Percentage** | Number | Percentage** | ||||||||||||||
| FOR | 1,362 | 81.46 | 67,041,711 | 94.97 | 45.88 | ||||||||||||
| AGAINST | 310 | 18.54 | 3,547,156 | 5.03 | 2.43 | ||||||||||||
TOTAL*** | 1,658* | 100.00 | 70,588,867 | 100.00 | 48.30 | ||||||||||||
Notes:
* Where a Scheme Shareholder cast some of their votes "FOR" and some of their votes "AGAINST" the resolution, such Scheme Shareholder has been counted as having voted both "FOR" and "AGAINST" the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted.
** All percentages have been rounded to the nearest two decimal places.
*** The aggregate of Scheme Shareholders voting "FOR" and "AGAINST" the resolution as set out in this row exceeds the total number and percentage of Scheme Shareholders who voted because 14 registered members gave instructions for votes to be cast "FOR" the resolution in respect of part of their holding of Scheme Shares and "AGAINST" the resolution in respect of another part of their holding of Scheme Shares.
Special Meetings
The Carnival plc General Meeting of shareholders and the Carnival Corporation Extraordinary General Meeting of shareholders (collectively, the “Special Meetings”) were held on April 17, 2026, in connection with the DLC Unification and Redomiciliation Transactions. On all matters which came before the applicable Special Meeting, holders of Carnival Corporation common stock and Carnival plc ordinary shares were entitled to one vote for each share held.
Proxies for 70,153,263 shares entitled to vote were received in connection with the Carnival plc General Meeting of shareholders. Proxies for 845,904,932 shares entitled to vote were received in connection with the Carnival Corporation Extraordinary General Meeting. Carnival Corporation and Carnival plc’s shareholders approved all proposals that were submitted at the Special Meetings, as recommended by the Boards of Directors.
The matters which were submitted to Carnival plc’s and Carnival Corporation’s shareholders for approval at the Special Meetings and the tabulation of the final votes with respect to each such matter were as follows:
| Carnival plc General Meeting | |||||||||||||||||||||||||||||||||||||||||||||||
| Proposal | For | Against | Abstain1 | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||
| 1. | To approve the DLC Unification and Redomiciliation Transactions including, with effect from the Scheme of Arrangement becoming effective, the termination of the Equalization Agreement2 | 66,565,512 | 3,521,673 | 67,076 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 2. | To authorize the Boards of Directors of Carnival Corporation and Carnival plc to take all action necessary and appropriate for implementing the Scheme of Arrangement and the DLC Unification and Redomiciliation Transactions | 66,563,262 | 3,516,007 | 73,994 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 3. | To adopt the new articles of association of Carnival plc with effect from the passing of the resolution | 67,030,797 | 3,043,260 | 79,205 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 4. | To adopt the new articles of association of Carnival plc with effect from the Scheme of Arrangement becoming effective2 | 67,029,551 | 3,042,890 | 80,821 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 5. | To adopt the Memorandum of Continuance that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2 | 66,945,596 | 3,127,705 | 79,961 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 6. | To adopt the Carnival Corporation Ltd. Bye-Laws that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2 | 67,034,634 | 3,038,064 | 80,565 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| Corporation Extraordinary General Meeting | |||||||||||||||||||||||||||||||||||||||||||||||
| Proposal | For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||
| 1. | To approve the DLC Unification and Redomiciliation Transactions including, with effect from the Scheme of Arrangement becoming effective, the termination of the Equalization Agreement2 | 835,160,437 | 9,912,466 | 832,029 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 2. | To authorize the Boards of Directors of Carnival Corporation and Carnival plc to take all action necessary and appropriate for implementing the Scheme of Arrangement and the DLC Unification and Redomiciliation Transactions | 835,200,441 | 9,926,661 | 777,830 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 3. | To adopt the new articles of association of Carnival plc with effect from the passing of this resolution | 840,469,601 | 4,650,756 | 784,575 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 4. | To adopt the new articles of association of Carnival plc with effect from the Scheme of Arrangement becoming effective2 | 840,439,003 | 4,670,284 | 795,645 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 5. | To adopt the Memorandum of Continuance that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2 | 840,526,859 | 4,618,753 | 759,320 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 6. | To adopt the Carnival Corporation Ltd. Bye-Laws that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2 | 840,570,711 | 4,598,130 | 736,091 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| 7. | Because there were sufficient votes to approve the foregoing proposals, adjournment of the Corporation Extraordinary General Meeting was unnecessary, and Proposal 7 therefore was not called | ||||||||||||||||||||||||||||||||||||||||||||||
Notes:
1 An "abstained" vote is not a vote in law and is not counted in the calculation of the proportion of votes "FOR" or "AGAINST" the resolution.
2 Resolutions 1, 4, 5 and 6 are class rights actions. Each of these resolutions were approved by the requisite majorities of Carnival plc Shareholders and Carnival Corporation Shareholders voting separately (and excluding the holder of the Carnival plc special voting share and the holder of the Carnival Corporation special voting share). The number of votes "FOR" and "AGAINST" resolutions that are class rights actions are therefore different and lower than the number of votes "FOR" and "AGAINST" resolutions that are joint electorate actions.
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: | April 20, 2026 | Date: | April 20, 2026 | |||||||||||