Carnival Plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CUK
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 5, 2024
 | ||||||||
| (Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) | |||||||
Republic of | ||||||||
| (State or other jurisdiction of incorporation) | (State or other jurisdiction of incorporation) | |||||||
| (Commission File Number) | (Commission File Number) | |||||||
| (IRS Employer Identification No.) | (IRS Employer Identification No.) | |||||||
| (Address of principal executive offices) (Zip Code) | (Address of principal executive offices) (Zip Code) | |||||||
( | ||||||||
| (Registrant’s telephone number, including area code) | (Registrant’s telephone number, including area code) | |||||||
| None | None | |||||||
| (Former name or former address, if changed since last report.) | (Former name, former address, if changed since last report.) | |||||||
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.07 – Submission of Matters to a Vote of Security Holders.
The annual meetings of shareholders of Carnival Corporation and Carnival plc were held on April 5, 2024 (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 838,421,288 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 | 609,201,360 | 26,253,109 | 1,313,785 | 201,653,034 | ||||||||||||
| 2. | To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc | 611,997,409 | 22,568,935 | 2,201,910 | 201,653,034 | ||||||||||||
| 3. | To re-elect Jason Glen Cahilly as a director of Carnival Corporation and Carnival plc | 628,565,264 | 6,743,432 | 1,459,558 | 201,653,034 | ||||||||||||
| 4. | To elect Nelda J. Connors as a director of Carnival Corporation and Carnival plc | 597,815,696 | 37,464,945 | 1,487,613 | 201,653,034 | ||||||||||||
| 5. | To re-elect Helen Deeble as a director of Carnival Corporation and Carnival plc | 628,402,045 | 6,960,083 | 1,406,126 | 201,653,034 | ||||||||||||
| 6. | To re-elect Jeffrey J. Gearhart as a director of Carnival Corporation and Carnival plc | 630,405,863 | 4,888,596 | 1,473,795 | 201,653,034 | ||||||||||||
| 7. | To re-elect Katie Lahey as a director of Carnival Corporation and Carnival plc | 625,389,028 | 9,971,096 | 1,408,129 | 201,653,034 | ||||||||||||
| 8. | To re-elect Sara Mathew as a director of Carnival Corporation and Carnival plc | 630,109,689 | 5,207,601 | 1,450,963 | 201,653,034 | ||||||||||||
| 9. | To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc | 597,597,072 | 37,686,172 | 1,485,009 | 201,653,034 | ||||||||||||
| 10. | To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc | 605,953,167 | 29,392,742 | 1,422,344 | 201,653,034 | ||||||||||||
| 11. | To re-elect Josh Weinstein as a director of Carnival Corporation and Carnival plc | 622,256,537 | 13,089,551 | 1,422,166 | 201,653,034 | ||||||||||||
| 12. | To re-elect Randy Weisenburger as a director of Carnival Corporation and Carnival plc | 597,520,738 | 37,798,385 | 1,449,131 | 201,653,034 | ||||||||||||
| Other Matters. | |||||||||||||||||
| 13. | To hold a (non-binding) advisory vote to approve executive compensation. | 615,132,160 | 19,873,699 | 1,762,394 | 201,653,034 | ||||||||||||
| Proposal | For | Against | Abstain | Broker Non-Votes | |||||||||||||
| 14. | To hold a (non-binding) advisory vote to approve the Carnival plc Directors’ Remuneration Report | 616,873,377 | 17,759,162 | 2,135,714 | 201,653,034 | ||||||||||||
| 15. | To appoint Deloitte LLP as independent auditor for Carnival plc and to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for Carnival Corporation | 830,351,973 | 4,791,658 | 3,277,656 | 0 | ||||||||||||
| 16. | To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditor of Carnival plc | 828,617,609 | 5,840,565 | 3,963,113 | 0 | ||||||||||||
| 17. | To receive the accounts and reports of the Directors and auditor of Carnival plc for the year ended November 30, 2023 | 827,165,577 | 2,812,738 | 8,442,972 | 0 | ||||||||||||
| 18. | To approve the giving of authority for the allotment of new shares by Carnival plc | 785,855,016 | 48,028,425 | 4,537,846 | 0 | ||||||||||||
| 19. | To approve, subject to Proposal 18 passing, the disapplication of pre-emption rights in relation to the allotment of new shares and sale of treasury shares by Carnival plc | 810,122,513 | 22,685,131 | 5,613,643 | 0 | ||||||||||||
| 20. | To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market | 827,543,713 | 6,395,976 | 4,481,598 | 0 | ||||||||||||
| 21. | To approve the Carnival plc 2024 Employee Share Plan | 622,388,403 | 13,228,941 | 1,150,909 | 201,653,034 | ||||||||||||
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 10, 2024 | Date: | April 10, 2024 | |||||||||||