Carnival Corp Ltd 8-K, filed Apr 9, 2020
Carnival Corp Ltd. (CCL)
8-K
2020-04-09
For: 2020-04-06
View Original
Added on
April 08, 2026
About this 8-K
Carnival Corp Ltd filed this 8-K on April 9, 2020, reporting on events of April 6, 2020.
Items reported
- Item 5.07: Shareholder vote results
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 6, 2020
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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 registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company 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 company ☐
If an emerging growth company, indicate by check mark if the registrant has 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.
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Section 5 – Corporate Governance and Management.
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 6, 2020 (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 563,593,277 shares entitled to vote were received in connection with the Annual Meetings.
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 |
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| 1. |
To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc |
477,212,175 |
48,500,943 |
1,306.189 |
36,573,968 |
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| 2. |
To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc |
474,478,228 |
51,987,768 |
553,312 |
36,573,968 |
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| 3. |
To re-elect Jason Glen Cahilly as a director of Carnival Corporation and Carnival plc |
507,889,958 |
18,569,284 |
560,066 |
36,573,968 |
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| 4. |
To re-elect Helen Deeble as a director of Carnival Corporation and Carnival plc |
508,076,715 |
18,398,571 |
544,022 |
36,573,968 |
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| 5. |
To re-elect Arnold W. Donald as a director of Carnival Corporation and Carnival plc |
499,876,123 |
26,590,839 |
552,346 |
36,573,968 |
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| 6. |
To re-elect Richard J. Glasier as a director of Carnival Corporation and Carnival plc |
472,994,162 |
53,463,132 |
562,014 |
36,573,968 |
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| 7. |
To re-elect Katie Lahey as a director of Carnival Corporation and Carnival plc |
501,466,250 |
25,009,971 |
543,086 |
36,573,968 |
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| 8. |
To re-elect Sir John Parker as a director of Carnival Corporation and Carnival plc |
453,324,456 |
73,139,220 |
127,950 |
36,573,968 |
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| 9. |
To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc |
450,414,709 |
75,807,580 |
797,019 |
36,573,968 |
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| 10. |
To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc |
472,455,781 |
54,028,762 |
534,764 |
36,573,968 |
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| 11. |
To re-elect Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc |
460,965,632 |
65,493,235 |
560,411 |
36,573,968 |
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Other Matters.
| 12. |
To approve, on a (non-binding) advisory basis, executive compensation |
426,591,673 |
99,522,739 |
904,897 |
36,573,968 |
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| 13. |
To approve, on a (non-binding) advisory basis, the Carnival plc Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report) |
444,329,798 |
81,729,558 |
959,952 |
36,573,968 |
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| 14. |
To approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report |
448,739,964 |
77,347,793 |
931,552 |
36,573,968 |
| Proposal |
For |
Against |
Abstain |
Broker Non-Votes |
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| 15. |
To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Carnival Corporation |
544,867,842 |
17,750,964 |
974,470 |
0 |
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| 16. |
To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditors of Carnival plc |
557,823,090 |
4,671,316 |
1,098,870 |
0 |
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| 17. |
To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2019 |
553,461,851 |
5,59,942 |
4,571,483 |
0 |
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| 18. |
To approve the giving of authority for the allotment of new shares by Carnival plc |
540,887,082 |
21,558,389 |
1,147,805 |
0 |
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| 19. |
To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc |
559,474,287 |
2,692,291 |
1,426,698 |
0 |
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| 20. |
To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market |
555,173,314 |
6,862,310 |
1,557,651 |
0 |
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| 21. |
To approve the Carnival Corporation 2020 Stock Plan |
499,936,719 |
25,767,466 |
1,315,123 |
36,573,968 |
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| 22 . |
To approve the Carnival plc UK Employee Share Purchase Plan |
524,403,107 |
2,037,070 |
579,131 |
36,573,968 |
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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/ Arnaldo Perez |
By: |
/s/ Arnaldo Perez | |||||
| Name: |
Arnaldo Perez |
Name: |
Arnaldo Perez | |||||
| Title: |
General Counsel & Secretary |
Title: |
General Counsel & Company Secretary | |||||
| Date: |
April 9 , 2020 |
Date: |
April 9, 2020 | |||||