8-K/A
CARNIVAL PLC (CUK)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date
of earliest event reported) April 25, 2022
| Carnival Corporation | Carnival plc |
|---|---|
| (Exact<br> name of registrant as specified in its charter) | (Exact<br> name of registrant as specified in its charter) |
| Republic of Panama | England and Wales |
| (State<br> or other jurisdiction of incorporation) | (State<br> or other jurisdiction of incorporation) |
| 1-9610 | 1-15136 |
| (Commission<br> File Number) | (Commission<br> File Number) |
| 59-1562976 | 98-0357772 |
| (I.R.S.<br> Employer Identification No.) | (I.R.S.<br> Employer Identification No.) |
| 3655 N.W. 87th Avenue<br><br> <br>Miami, Florida 33178-2428<br><br> <br>United States of America | Carnival House 100 Harbour Parade<br><br> <br>Southampton SO15 1ST<br><br> <br>UnitedKingdom |
| (Address<br> of principal executive offices)<br><br> <br>(Zip<br> code) | (Address<br> of principal executive offices)<br><br> <br>(Zip<br> code) |
| (305 ) 599-2600 | 011 44 23 8065 5000 |
| (Registrant’s<br> telephone number, including area code) | (Registrant’s<br> telephone number, including area code) |
| None | None |
| (Former<br> name or former address, if changed since last <br><br>report.) | (Former<br> name or former address, if changed since last<br><br> report.) |
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<br>Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>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 Depositary Shares ($1.66 par value),<br> Special 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. |
| 1.875%<br> Senior Notes due 2022 | CUK22 | New<br> York Stock Exchange LLC |
| 1.000%<br> Senior Notes due 2029 | CUK29 | New<br> York Stock Exchange LLC |
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. ¨
| Co-Registrant CIK | 0001125259 |
|---|---|
| Co-Registrant Amendment Flag | true |
| Co-Registrant Amendment Descriptiom | We are filing this Amendment No. 1 to the<br>Original 8-K to report that on August 22, 2022, the Compensation Committees of Carnival Corporation & plc approved the following<br>changes to the compensation of Josh Weinstein in connection with his appointment: |
| Co-Registrant Form Type | 8-K/A |
| Co-Registrant DocumentPeriodEndDate | 2022-04-25 |
| 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 |
Section 5– Corporate Governance and Management.
Item 5.02 – Departure of Directors or Certain Officers;Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in our Current Report on Form 8-K filed on April 27, 2022 (the “Original 8-K”), the Boards of Directors of Carnival Corporation & plc appointed Josh Weinstein as President and Chief Executive Officer of Carnival Corporation & plc effective August 1, 2022.
We are filing this Amendment No. 1 to the Original 8-K to report that on August 22, 2022, the Compensation Committees of Carnival Corporation & plc approved the following changes to the compensation of Josh Weinstein in connection with his appointment:
| ● | increased his base salary to $1,250,000 effective August 1, 2022; |
|---|---|
| ● | increased his target bonus under the Carnival Corporation & plc Management Incentive Plan (the “Management Incentive<br>Plan”) to $2,500,000, prorated from May 1, 2022; |
| --- | --- |
| ● | increased his target restricted stock unit (“RSU”) grant values to $5,000,000, prorated<br> from August 1, 2022 and comprised as follows: |
| --- | --- |
| (i) | target performance-based RSUs with a value of $2,500,000; and |
| --- | --- |
| (ii) | target Management Incentive Plan-tied RSUs with a value of $2,500,000; and |
| --- | --- |
| ● | granted a one-time award of 500,000 performance-based RSUs under the Carnival Corporation 2020 Stock Plan (the “2020 Stock Plan”).<br>The actual number of RSUs that may vest in February 2028 ranges from zero to two times the target amount of RSUs based on the extent<br>to which the average of the return on invested capital (“ROIC”) for fiscal 2026 and fiscal 2027 meets or exceeds the established<br>ROIC goals. |
| --- | --- |
In addition, the Compensation Committees approved Mr. Weinstein’s total target compensation package for fiscal 2023 of $8,750,000, which will be comprised of the following:
| ● | base salary of $1,250,000; |
|---|---|
| ● | target bonus under the Management Incentive Plan of $2,500,000; and |
| --- | --- |
| ● | target RSU grants of $5,000,000 to be comprised as follows: |
| --- | --- |
| (i) | target performance-based RSUs with a value of $2,500,000; and |
| --- | --- |
| (ii) | target Management Incentive Plan-tied RSUs with a value of $2,500,000. |
| --- | --- |
Mr. Weinstein will not receive compensation for his services as a director.
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: | August 26, 2022 | Date: | August 26, 2022 |