Norwegian Cruise Line Holdings Ltd DEFA14A, filed Apr 30, 2026
Norwegian Cruise Line Holdings Ltd. (NCLH)
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 (AMENDMENT NO. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | 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 under §240.14a-12 |
NORWEGIAN CRUISE LINE HOLDINGS LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check all boxes that apply):
| x | No fee required. |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| Your Vote Counts! *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 For complete information and to vote, visit www.ProxyVote.com Control # V96007-P49312 NORWEGIAN CRUISE LINE HOLDINGS LTD. 7665 CORPORATE CENTER DRIVE MIAMI, FL 33126 You invested in NORWEGIAN CRUISE LINE HOLDINGS LTD. and it’s time to vote! You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on June 11, 2026. Get informed before you vote View Norwegian Cruise Line Holdings Ltd.’s Proxy Statement and 2025 Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 28, 2026. 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. NORWEGIAN CRUISE LINE HOLDINGS LTD. 2026 Annual General Meeting June 11, 2026, 9:00 AM ET Pullman Miami 5800 Waterford District Drive Miami, Florida 33126 Vote in Person at the Meeting* June 11, 2026, 9:00 AM ET Vote Before the Meeting at proxyvote.com by June 10, 2026, 11:59 PM ET |
| Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V96008-P49312 Voting Items Board Recommends 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. 1. Election of the following director nominees to serve as Class I directors on our board of directors for the terms described in the attached Proxy Statement Nominees: 1a. Zillah Ellen Byng-Thorne For 1b. Alex Cruz For 1c. Linda P. Jojo For 2. Approval, on a non-binding, advisory basis, of the compensation of our named executive officers (“Say-on-Pay Vote”) For 3. Approval, on a non-binding, advisory basis, of the frequency of future Say-on-Pay Votes 1 Year 4. Approval of an amendment to our 2013 Performance Incentive Plan (our “Plan”), including an increase in the number of shares available for grant under our Plan For 5. Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2026, and the determination of PwC’s remuneration by our Audit Committee For 6. To consider and vote upon one shareholder proposal, if properly presented Against |
