Current Report Filing (8-k)
April 17 2018 - 4:05PM
Edgar (US Regulatory)
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 11, 2018
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Carnival Corporation
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Carnival plc
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(Exact name of registrant as specified in its charter)
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(Exact name of registrant as specified in its charter)
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Republic of Panama
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England and Wales
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(State or other jurisdiction of incorporation)
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(State or other jurisdiction of incorporation)
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1-9610
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1-15136
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(Commission File Number)
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(Commission File Number)
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59-1562976
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98-0357772
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(I.R.S. Employer Identification No.)
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(I.R.S. Employer Identification No.)
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3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States of America
(Address of principal executive offices)
(Zip code)
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Carnival House
100 Harbour Parade
Southampton SO15 1ST
United Kingdom
(Address of
principal executive offices)
(Zip code)
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(305)
599-2600
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011 44 23 8065 5000
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(Registrants telephone number, including area code)
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(Registrants telephone number, including area code)
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None
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None
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(Former name or former address, if changed since last report.)
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(Former name or former address, if changed since last report.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
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 11, 2018 (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 613,973,759 shares entitled
to vote were received in connection with the Annual Meetings.
The matters which were submitted to Carnival Corporation
and Carnival plcs 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.
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Proposal
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For
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Against
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Abstain
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Broker Non-
Votes
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1.
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To
re-elect
Micky Arison as a director of Carnival Corporation and Carnival plc
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562,213,041
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17,686,946
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190,129
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33,883,642
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2.
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To
re-elect
Sir Jonathon Band as a director of Carnival Corporation and Carnival plc
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567,753,542
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3,156,789
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179,786
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33,883,642
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3.
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To elect Jason Glen Cahilly as a director of Carnival Corporation and Carnival plc
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579,357,978
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453,334
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278,805
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33,883,642
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4.
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To
re-elect
Helen Deeble as a director of Carnival Corporation and Carnival plc
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579,643,363
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266,439
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180,315
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33,883,642
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5.
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To
re-elect
Arnold W. Donald as a director of Carnival Corporation and Carnival plc
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565,152,978
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14,754,254
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182,884
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33,883,642
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6.
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To
re-elect
Richard J. Glasier as a director of Carnival Corporation and Carnival plc
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548,229,317
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31,018,194
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842,605
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33,883,642
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7.
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To
re-elect
Debra Kelly-Ennis as a director of Carnival Corporation and Carnival plc
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579,642,134
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261,604
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186,379
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33,883,642
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8.
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To
re-elect
Sir John Parker as a director of Carnival Corporation and Carnival plc
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552,046,346
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27,840,575
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203,195
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33,883,642
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9.
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To
re-elect
Stuart Subotnick as a director of Carnival Corporation and Carnival plc
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528,670,776
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50,821,102
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598,237
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33,883,642
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10.
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To
re-elect
Laura Weil as a director of Carnival Corporation and Carnival plc
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563,236,768
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16,025,183
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828,165
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33,883,642
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11.
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To
re-elect
Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc
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556,859,975
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23,033,108
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197,033
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33,883,642
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Other Matters.
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12.
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To approve, on a
(non-binding)
advisory basis, executive compensation
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535,536,619
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44,057,504
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495,992
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33,883,642
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13.
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To approve the Carnival plc Directors Remuneration Report
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537,286,835
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42,312,414
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490,866
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33,883,642
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14.
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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 certified public accounting firm for Carnival Corporation
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591,550,410
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19,730,351
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2,692,997
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0
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15.
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To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditors of Carnival plc
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610,858,502
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2,785,121
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330,136
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0
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For
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Against
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Abstain
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Broker Non-
Votes
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16.
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To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2017
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606,037,705
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3,743,277
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4,192,776
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0
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17.
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To approve the giving of authority for the allotment of new shares by Carnival plc
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581,770,772
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31,808,212
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394,775
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0
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18.
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To approve the disapplication of
pre-emption
rights in relation to the allotment of new shares by Carnival plc
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599,155,878
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14,253,622
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564,259
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0
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19.
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To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market
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608,004,984
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4,619,000
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1,349,774
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0
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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.
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Carnival Corporation
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Carnival plc
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By:
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/s/ Arnaldo Perez
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By:
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/s/ Arnaldo Perez
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Name: Arnaldo Perez
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Name: Arnaldo Perez
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Title: General Counsel & Secretary
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Title: General Counsel & Company Secretary
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Date: April 17, 2018
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Date: April 17, 2018
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