UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) April 14, 2015

LOGO

 

Carnival Corporation

Carnival plc

(Exact name of registrant

as specified in its charter)

(Exact name of registrant

as specified in its charter)

Republic of Panama

England and Wales

(State or other jurisdiction

of incorporation)

(State or other jurisdiction

of incorporation)

1-9610

1-15136

(Commission File Number) (Commission File Number)

59-1562976

98-0357772

(I.R.S. Employer

Identification No.)

(I.R.S. Employer

Identification No.)

3655 N.W. 87th Avenue

Miami, Florida 33178-2428

United States of America

Carnival House, 100 Harbour Parade

Southampton SO15 1ST

United Kingdom

(Address of principal

executive offices)

(Zip code)

(Address of principal

executive offices)

(Zip code)

(305) 599-2600

011 44 23 8065 5000

(Registrant’s telephone number,

including area code)

(Registrant’s telephone number,

including area code)

None

None

(Former name or former address,

if changed since last report.)

(Former 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 Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Section 5 – Corporate Governance and Management.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

The annual meetings of shareholders of Carnival Corporation and Carnival plc were held on April 14, 2015 (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 665,097,804 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    For    Against    Abstain    Broker Non-Votes
1.    To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc    631,304,344    10,636,860    3,274,010        19,882,490    
2    To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc    640,722,040    1,208,389    3,284,785    19,882,490
3.    To re-elect Arnold W. Donald as a director of Carnival Corporation and Carnival plc    631,521,548    10,403,381    3,290,285    19,882,490
4.    To re-elect Richard J. Glasier as a director of Carnival Corporation and Carnival plc    623,238,216    17,826,881    4,150,117    19,882,490
5.    To re-elect Debra Kelly-Ennis as a director of Carnival Corporation and Carnival plc    638,887,476    3,042,207    3,285,531    19,882,490
6.    To re-elect Sir John Parker as a director of Carnival Corporation and Carnival plc    607,670,515    34,235,282    3,309,417    19,882,490
7.    To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc    595,709,036    42,964,118    6,542,160    19,882,490
8.    To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc    638,248,505    3,672,898    3,293,911    19,882,490
9.    To re-elect Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc    631,514,179    10,408,965    3,292,170    19,882,490
Other Matters.      
10.    To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation    642,630,519    18,418,535    4,048,750    0
11.    To authorize the Audit Committee of Carnival plc to agree the remuneration of the independent auditors of Carnival plc    629,756,238    11,473,112    3,985,964    19,882,490
12.    To receive the UK accounts and reports of the directors and auditors of Carnival plc for the year ended November 30, 2014    636,988,391    2,936,909    5,290,014    19,882,490
13.    To approve the fiscal 2014 compensation of the named executive officers of Carnival Corporation & plc    547,733,726    85,519,983    11,961,605    19,882,490
14.    To approve the Directors’ Remuneration Report of Carnival plc for the year ended November 30, 2014    541,640,017    91,860,187    11,715,110    19,882,490
15.    To approve the giving of authority for the allotment new shares by Carnival plc    613,957,464    26,968,002    4,289,848    19,882,490
16.    To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc    633,968,318    7,828,949    3,418,047    19,882,490
17.    To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market    640,733,868    765,713    3,715,733    19,882,490

 

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/ Arnaldo Perez By: /s/ Arnaldo Perez
Name: Arnaldo Perez Name: Arnaldo Perez
Title: General Counsel & Secretary Title: General Counsel & Company Secretary
Date: April 20, 2015 Date: April 20, 2015
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