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Carnival PLC — AGM Information 2011
Apr 13, 2011
4799_dva_2011-04-13_b2432c93-3089-4121-a66d-c9139d7eeb02.pdf
AGM Information
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The annual meetings of shareholders of Carnival Corporation & plc were held on April 13, 2011 (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 678,827,254 shares entitled to vote were received in connection with the Annual Meetings, which represents 85.8% of Carnival Corporation & plc's issued share capital with voting
rights.
The matters which were submitted to Carnival Corporation and Carnival plc's shareholders for approval at the Annual Meetings and the tabulation of the votes with respect to each such matter were as follows:
| Resolution/Proposal | For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|---|
| 1. | To re-elect Micky Arison as a director | ||||
| of Carnival Corporation and Carnival | |||||
| plc | 639,783,444 | 22,751,603 | 795,412 | 15,496,645 | |
| 2 | To elect Sir Jonathon Band as a | ||||
| director of Carnival Corporation and | |||||
| Carnival plc | 659,805,308 | 3,457,945 | 67,206 15,496,645 |
||
| 3. | To re-elect Robert H. Dickinson as a | ||||
| director of Carnival Corporation and | |||||
| Carnival plc | 634,398,840 | 28,865,105 | 66,514 15,496,645 |
||
| 4. | To re-elect Arnold W. Donald as a | ||||
| director of Carnival Corporation and | |||||
| Carnival plc | 643,941,372 | 16,708,374 | 2,680,713 | 15,496,645 | |
| 5. | To re-elect Pier Luigi Foschi as a | ||||
| director of Carnival Corporation and | |||||
| Carnival plc | 651,254,090 | 11,884,997 | 191,372 | 15,496,645 | |
| 6. | To re-elect Howard S. Frank as a | ||||
| director of Carnival Corporation and | |||||
| Carnival plc | 639,235,251 | 24,021,098 | 74,110 15,496,645 |
||
| 7. | To re-elect Richard J. Glasier as a | ||||
| director of Carnival Corporation and | |||||
| Carnival plc | 646,134,489 | 14,587,641 | 2,608,329 | 15,496,645 | |
| 8. | To re-elect Modesto A. Maidique as a | ||||
| director of Carnival Corporation and | |||||
| Carnival plc | 607,740,076 | 55,037,031 | 553,352 | 15,496,645 | |
| 9. | To re-elect Sir John Parker as a | ||||
| director of Carnival Corporation and | |||||
| Carnival plc | 631,488,953 | 31,284,279 | 557,227 | 15,496,645 | |
| 10. | To re-elect Peter G. Ratcliffe as a | ||||
| director of Carnival Corporation and | |||||
| Carnival plc | 646,952,212 | 16,303,831 | 74,416 15,496,645 |
||
| 11. | To re-elect Stuart Subotnick as a | ||||
| director of Carnival Corporation and | |||||
| Carnival plc | 629,018,496 | 33,755,638 | 556,325 | 15,496,645 | |
| 12. | To re-elect Laura Weil as a director | ||||
| of Carnival Corporation and Carnival | |||||
| plc | 654,241,394 | 7,636,481 | 1,452,584 | 15,496,645 | |
| 13. | To re-elect Randall J. Weisenburger | ||||
| as a director of Carnival Corporation | |||||
| and Carnival plc | 645,072,086 | 18,186,772 | 71,601 15,496,645 |
||
| 14. | To re-elect Uzi Zucker as a director | ||||
| of Carnival Corporation and Carnival | |||||
| plc | 632,263,727 | 30,517,836 | 548,896 | 15,496,645 | |
| 15. | 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 | |||||
| 675,325,542 | 3,413,845 | 87,717 0 |
| Resolution/Proposal | For | Against | Abstain | Broker Non-Votes | ||
|---|---|---|---|---|---|---|
| 16. | To authorize the Audit Committee of | |||||
| Carnival plc to agree the | ||||||
| remuneration of the independent | ||||||
| auditors of Carnival plc | 678,196,151 | 511,987 | 118,966 | 0 | ||
| 17. | To receive the UK accounts and | |||||
| reports of the directors and auditors | ||||||
| of Carnival plc for the year ended | ||||||
| November 30, 2010 | 652,362,199 | 7,585,814 | 18,879,091 | 0 | ||
| 18. | To approve the fiscal 2010 | |||||
| compensation of the named | ||||||
| executive officers of Carnival | ||||||
| Corporation & plc | 636,578,058 | 23,630,125 | 3,122,276 | 15,496,645 | ||
| Proposal | 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |
| 19. | To determine how frequently the | |||||
| shareholders of Carnival Corporation | ||||||
| and Carnival plc should be provided | ||||||
| with a non-binding advisory note | ||||||
| regarding the compensation of the | ||||||
| named officers of Carnival | ||||||
| Corporation & plc | 572,257,081 | 390,541 | 77,095,893 | 13,587,094 | 15,496,645 | |
| Proposal | For | Against | Abstain | Broker Non-Votes | ||
| 20. | To approve the directors' | |||||
| remuneration report of Carnival plc | ||||||
| for the year ended November 30, | ||||||
| 2010 | 657,942,448 | 18,054,213 | 2,830,443 | 0 | ||
| 21. | To approve the giving of authority for | |||||
| the allotment new shares by Carnival | ||||||
| plc | 652,590,002 | 7,219,759 | 3,520,698 | 15,496,645 | ||
| 22. | To approve the disapplication of pre | |||||
| emption rights in relation to the | ||||||
| allotment of new shares by Carnival | ||||||
| plc | 672,615,025 | 4,520,505 | 1,691,724 | 0 | ||
| 23. | To approve a general authority for | |||||
| Carnival plc to buy back Carnival plc | ||||||
| ordinary shares in the open market | 675,234,860 | 1,596,509 | 1,995,735 | 0 | ||
| 24. | To approve the Carnival Corporation | |||||
| 2011 Stock Plan | 624,692,402 | 28,683,474 | 9,954,733 | 15,496,645 |