Carnival Corporation & plc Notification of Transaction of Directors/PDMRS
MIAMI (April 16, 2015) - Following its annual shareholders' and Boards of
Directors' meetings held between April 13 - 15 in London, United Kingdom,
Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) has announced grants of
restricted shares to non-executive directors and grants of performance-based
restricted stock units ("Performance RSUs") to certain executive directors and
PDMRs.
Non-Executive Director Share Grants
Effective on April 14, 2015 grants of restricted shares in Carnival Corporation
common stock, with a nominal value of US$.01 per share, were made to
non-executive directors pursuant to the Carnival Corporation 2011 Stock Plan.
The Compensation Committees of the Boards of Directors approved the grants to
non-executive directors as follows:
Non-Executive Director Number of Restricted Shares
Sir Jonathon Band 3,369
Richard Glasier 3,369
Debra Kelly-Ennis 3,369
Sir John Parker 3,369
Stuart Subotnick 3,369
Laura Weil 3,369
Randall Weisenburger 3,369
The grants were approved in value form and converted to a number of shares by
taking the closing price of a share of Carnival Corporation common stock on
April 14, 2015. All grants will be released from restriction on the third
anniversary of the grant date.
Including the grant referred to above, the non-executive directors' total
Carnival Corporation total share and restricted stock unit ("RSU") holdings are
as follows:
Non-Executive Director Total Number of Shares Held Total Number of RSUs
Held
Sir Jonathon Band 20,552 -
Richard Glasier 28,686 -
Debra Kelly-Ennis 10,704 3,611
Sir John Parker 36,409 -
Stuart Subotnick 36,922 -
Laura Weil 33,555 -
Randall Weisenburger 87,109 -
These notifications relate to disclosures made in accordance with 3.1.4(R)(1)
(a) of the Disclosure Rules and Transparency Rules.
Further details and a copy of the Forms 4, Statement of Changes in Beneficial
Ownership of Securities, to be filed by each director with the U.S. Securities
& Exchange Commission, can be found at the SEC web site, www.sec.gov, and the
Carnival Corporation & plc web site, www.carnivalcorp.com and
www.carnivalplc.com.
Executive Director and PDMR Grants
The Compensation Committees of the Boards of Directors approved grants of the
following target amounts of Performance RSUs to the following individuals:
Executive Title Performance RSUs
Director
Arnold W. Donald President and Chief Executive Officer of 29,479
Carnival Corporation & plc
David Noyes Chief Executive Officer of Carnival UK 1,668
Michael Thamm Chief Executive Officer of Costa Group 7,645
The grant to Mr. Donald was made in respect of Carnival Corporation common
stock under the Carnival Corporation 2011 Stock Plan. The awards to Messrs.
Noyes and Thamm were made in respect of Carnival plc shares under the Carnival
plc 2014 Employee Share Plan.
Each Performance RSU represents one share of Carnival Corporation common stock,
with a nominal value of US$.01 per share, or one share in Carnival plc, with a
nominal value of US$1.66 per ordinary share, as applicable. Each holder of
Performance RSUs may earn from 0-200% of the stated target amount of
Performance RSUs to the extent that Carnival Corporation & plc's annual
operating income, as adjusted for certain fuel price changes and currency
exchange rate impact for each of the three fiscal years in the 2015-2017
performance cycle and return on invested capital at the end of the three year
performance cycle exceed specified performance goals, as modified at the end of
the three year performance cycle for Carnival Corporation & plc's total
shareholder return rank relative to peers.
These notifications relate to disclosures made in accordance with 3.1.4(R)(1)
(a) of the Disclosure Rules and Transparency Rules.
Further details can be found at the Carnival Corporation & plc web site,
www.carnivalcorp.com or www.carnivalplc.com.
SOURCE Carnival Plc