8-K
CARNIVAL PLC (CUK)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 9, 2025
| Carnival Corporation | Carnival plc |
|---|---|
| (Exact name of registrant as<br><br>specified in its charter) | (Exact name of registrant as<br><br>specified in its charter) |
| Republic of Panama | England and Wales |
| (State or other jurisdiction of<br><br>incorporation) | (State or other jurisdiction of<br><br>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<br><br>Miami, Florida 33178-2428 | Carnival House, 100 Harbour Parade<br><br>Southampton SO15 1ST, United Kingdom |
| (Address of principal<br><br>executive offices)<br><br>(Zip Code) | (Address of principal<br><br>executive offices)<br><br>(Zip Code) |
| (305) 599-2600 | 011 44 23 8065 5000 |
| (Registrant’s telephone number,<br><br>including area code) | (Registrant’s telephone number,<br><br>including area code) |
| None | None |
| (Former name or former address,<br><br>if changed since last report.) | (Former name, former address,<br><br>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:
¨ 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:
| Title<br> of each class | Trading Symbol(s) | Name<br>of each exchange on which <br><br>registered |
|---|---|---|
| Common Stock ($0.01 par value) | CCL | New<br> York Stock Exchange, Inc. |
| Ordinary<br>Shares each represented by American Depository Shares ($1.66 par value) Special<br>Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust | CUK | New<br> York Stock Exchange, Inc. |
| 1.000%<br> Senior Notes due 2029 | CUK29 | New<br> York Stock Exchange LLC |
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. ¨
| Co-Registrant CIK | 0001125259 |
|---|---|
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2025-01-09 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Co-Registrant Emerging growth company | false |
Item 5.02 (b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2025, Sara Mathew notified Carnival Corporation and Carnival plc (together, the “Company”) that she has made the decision not to stand for re-election at the 2025 Annual Meetings of Shareholders to allow her to focus on her other business ventures. She will therefore step down from the Boards of Directors of the Company at the conclusion of the 2025 Annual Meetings of Shareholders, which is expected to take place in April 2025.
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: | January 10, 2025 | Date: | January 10, 2025 |