Carnival Corporation & plc
Notification of Transaction of Directors/PDMRS
MIAMI, April 18, 2016 -- Following its annual
shareholders' and Boards of Directors' meetings held between
April 12 - 14 in New York City, New
York, 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, 2016 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 |
3,102 |
Richard Glasier |
3,102 |
Debra
Kelly-Ennis |
3,102 |
Sir John Parker |
3,102 |
Stuart Subotnick |
3,102 |
Laura Weil |
3,102 |
Randall
Weisenburger |
3,102 |
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,
2016. 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 |
23,899 |
- |
Richard Glasier |
27,788 |
- |
Debra
Kelly-Ennis |
14,031 |
3,611 |
Sir John Parker |
39,754 |
- |
Stuart Subotnick |
40,617 |
- |
Laura Weil |
37,037 |
- |
Randall
Weisenburger |
90,851 |
- |
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, http://www.carnivalcorp.com/ and
http://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
Director |
Title |
Performance
RSUs |
Arnold W. Donald |
President and Chief Executive
Officer of Carnival Corporation & plc |
47,407 |
|
|
|
David Noyes |
Chief Executive Officer of Carnival
UK |
2,800 |
|
|
|
Michael Thamm |
Chief Executive Officer of Costa
Group |
14,223 |
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
2016-2018 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, http://www.carnivalcorp.com/ or
http://www.carnivalplc.com/.