Carnival Corp Ltd DEFA14A, filed Feb 28, 2023
Carnival Corp Ltd. (CCL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Carnival Corporation
Carnival plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ¨ | Fee paid previously with preliminary materials |
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| Your Vote Counts! ATTN: DOREEN FURNARI 3655 N.W. 87TH AVENUE MIAMI, FL 33178-2428 CARNIVAL CORPORATION 2023 Annual Meeting Vote by April 20, 2023 11:59 PM ET You invested in CARNIVAL CORPORATION and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on April 21, 2023. Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 7, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote in Person at the Meeting* April 21, 2023 8:30 a.m. (local time) Carnival Place 3655 N.W. 87th Avenue Miami, Florida 33178 United States *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Smartphone users Point your camera here and vote without entering a control number V1.1 For complete information and to vote, visit www.ProxyVote.com Control # D95650-P83583 |
| THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. Voting Items Board Recommends D95651-P83583 1 Year 1. To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc. 2. To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc. 3. To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and as a Director of Carnival plc. 4. To re-elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc. 5. To re-elect Jeffrey J. Gearhart as a Director of Carnival Corporation and as a Director of Carnival plc. 6. To re-elect Katie Lahey as a Director of Carnival Corporation and as a Director of Carnival plc. 7. To elect Sara Mathew as a Director of Carnival Corporation and as a Director of Carnival plc. 8. To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc. 9. To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc. 10. To elect Josh Weinstein as a Director of Carnival Corporation and as a Director of Carnival plc. 11. To re-elect Randall Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc. 12. To hold a (non-binding) advisory vote to approve executive compensation. 13. To hold a (non-binding) advisory vote on how frequently shareholders should vote to approve compensation of the Named Executive Officers. 14. To hold a (non-binding) advisory vote to approve the Carnival plc Directors’ Remuneration Report (other than the part containing the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report) (in accordance with legal requirements applicable to UK companies). 15. To approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report (in accordance with legal requirements applicable to UK companies). 16. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Carnival Corporation. 17. To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditors of Carnival plc (in accordance with legal requirements applicable to UK companies). 18. To receive the accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2022 (in accordance with legal requirements applicable to UK companies). 19. To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies). 20. To approve the disapplication of pre-emption rights in relation to the allotment of new shares and sale of treasury shares by Carnival plc (in accordance with customary practice for UK companies). 21. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buyback programs). 22. To approve the Amendment of the Carnival Corporation 2020 Stock Plan. 23. To transact such other business as may properly come before the meeting. For For For For For For For For For For For For For For For For For For For For For |
