8-K
CARNIVAL PLC (CUK)
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) May 13, 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 | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2022-05-13 |
| 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.
| (b) | Resignation of Named Executive<br>Officer |
|---|
Peter C. Anderson, Chief Ethics and Compliance Officer and a named executive officer of Carnival Corporation and Carnival plc (together, the “Companies”), notified the Companies on May 13, 2022, that he is resigning effective May 16, 2022.
Richard Brilliant, currently Chief Audit Officer of the Companies, will replace Mr. Anderson, assuming a new role of Chief Risk and Compliance Officer.
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: | May 16, 2022 | Date: | May 16, 2022 |