8-K - CUK - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date

of earliest event reported) April 8, 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 report.)	(Former<br> name or former address, 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 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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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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	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2022-04-08
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 5.07 – Submission of Matters to a Voteof Security Holders.

The annual meetings of shareholders of Carnival Corporation and Carnival plc were held on April 8, 2022 (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 738,221,752 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
1.	To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc	503,213,554	28,168,992	1,424,036	205,415,170
2.	To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc	488,225,876	43,066,019	1,514,687	205,415,170
3.	To re-elect Jason Glen Cahilly as a director of Carnival Corporation and Carnival plc	519,593,090	5,935,140	7,278,352	205,415,170
4.	To re-elect Helen Deeble as a director of Carnival Corporation and Carnival plc	485,746,315	45,541,845	1,518,422	205,415,170
5.	To re-elect Arnold W. Donald as a director of Carnival Corporation and Carnival plc	519,845,474	11,495,510	1,465,598	205,415,170
6.	To re-elect Jeffrey J. Gearhart as a director of Carnival Corporation and Carnival plc	526,462,082	4,751,516	1,592,984	205,415,170
7.	To re-elect Richard J. Glasier as a director of Carnival Corporation and Carnival plc	423,057,235	102,410,497	7,338,850	205,415,170
8.	To re-elect Katie Lahey as a director of Carnival Corporation and Carnival plc	520,663,984	10,616,746	1,525,852	205,415,170
9.	To re-elect Sir John Parker as a director of Carnival Corporation and Carnival plc	460,911,725	64,587,462	7,307,395	205,415,170
10.	To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc	447,319,270	78,159,875	7,327,437	205,415,170
11.	To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc	457,009,247	68,543,563	7,253,772	205,415,170
12.	To re-elect Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc	426,301,322	104,925,146	1,580,114	205,415,170

Other Matters.

	Proposal
13.	To approve, on a (non-binding) advisory basis, executive compensation	339,182,673	191,681,061	1,942,848	205,415,170
14.	To approve, on a (non-binding) advisory basis, the Carnival plc Directors’ Remuneration Report	340,527,875	190,231,874	2,046,833	205,415,170
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	710,598,947	25,101,446	2,521,359	0
16.	To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditors of Carnival plc	727,454,264	7,852,401	2,915,087	0
17.	To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2021	724,051,272	8,037,551	6,132,929	0
18.	To approve the giving of authority for the allotment of new shares by Carnival plc	697,346,401	36,507,244	4,368,107	0
19.	To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc	720,379,980	12,471,308	5,370,464	0
20.	To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market	719,055,635	15,622,361	3,543,756	0

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
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Title:	General Counsel	Title:	General Counsel
Date:	April 13, 2022	Date:	April 13, 2022