CARNIVAL CORP — Proxy Solicitation & Information Statement 2013

Mar 7, 2013

DEFA14A 1 d496854ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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 ¨

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¨ 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 Pursuant to §240.14a-12

CARNIVAL CORPORATION

CARNIVAL plc

(Name of Registrants as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount previously paid:

2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 17, 2013.

	CARNIVAL CORPORATION	Meeting Information
		Meeting Type: Annual Meeting
		For holders as of: February 19, 2013
		Date: April 17, 2013 Time: 3:00 p.m. (BST)
		Location:	Royal Academy of Engineering Prince Philip House 3 Carlton House Terrace London, SW1Y 5DG United Kingdom
●	ATTN: DOREEN
FURNARI 3655 N.W. 87TH AVENUE MIAMI, FL 33178-2428	You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This
communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in
the proxy materials before voting.
		See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow g		XXXX XXXX XXXX	(located on
the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for
requesting a copy. Please choose one of the following methods to make your request:
	1) BY INTERNET :	www.proxyvote.com
	2) BY TELEPHONE :	1-800-579-1639
	3) BY E-MAIL* :	sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked
by the arrow g	XXXX XXXX XXXX	(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed above on or before April 3, 2013 to facilitate timely
delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

●
of an attendance ticket issued by the entity holding the meeting. 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.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
marked by the arrow g	XXXX XXXX XXXX	(located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the
materials, which will include a proxy card.

Voting Items

| | 13. | To authorize the Audit Committee of Carnival plc to agree the
remuneration of the independent auditors of Carnival plc. |
| --- | --- | --- |
| | 14. | To receive the UK accounts and reports of the directors and
auditors of Carnival plc for the year ended November 30, 2012 (in accordance with legal requirements applicable to UK companies). |
| | 15. | To approve the fiscal 2012 compensation of the named executive
officers of Carnival Corporation & plc (in accordance with legal requirements applicable to U.S. companies). |
| | 16. | To approve the Carnival plc Directors’ Remuneration Report for
the year ended November 30, 2012 (in accordance with legal requirements applicable to UK companies). |
| | 17. | To approve the giving of authority for the allotment of new shares
by Carnival plc (in accordance with customary practice for UK companies). |
| | 18. | To approve the disapplication of pre-emption rights in relation to
the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies). |
| ● | 19. | To approve a general authority for Carnival plc to buy back
Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs). |
| | 20. | In their discretion, the proxies are authorized to vote upon such
other business as may come before the annual meeting, or any adjournment(s) thereof. |