CCL 8-K

Carnival Corp Ltd. (CCL)

8-K 2026-04-20 For: 2026-04-17

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Added on April 20, 2026




Carnival Corporation						Carnival plc
(Exact name of registrant as specified in its charter)						(Exact name of registrant as specified in its charter)

Republic of Panama						England and Wales
(State or other jurisdiction of incorporation)						(State or other jurisdiction of incorporation)

001-9610						001-15136
(Commission File Number)						(Commission File Number)

59-1562976						98-0357772
(IRS Employer Identification No.)						(IRS Employer Identification No.)

3655 N.W. 87th Avenue Miami, Florida 33178-2428						Carnival House, 100 Harbour Parade Southampton SO15 1ST, United Kingdom
(Address of principal executive offices) (Zip Code)						(Address of principal executive offices) (Zip Code)

(305) 599-2600						011 44 23 8065 5000
(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.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	CCL	New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depositary Shares ($1.66 par value) Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust	CUK	New York Stock Exchange, Inc.


	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


	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


	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