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Carnival PLC AGM Information 2013

Apr 24, 2013

4799_dva_2013-04-24_53f9f089-f76c-46e8-b492-2640cd356682.pdf

AGM Information

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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 17, 2013

Carnival Corporation (Exact name of registrant as specified in its charter) Republic of Panama (State or other jurisdiction of incorporation) 1-9610 (Commission File Number) 59-1562976 (I.R.S. Employer Identification No.) 3655 N.W. 87th Avenue Miami, Florida 33178-2428 United States of America (Address of principal executive offices) (Zip code)

(305) 599-2600 (Registrant's telephone number, including area code) None (Former name or former address, if changed since last report.)

Carnival plc (Exact name of registrant as specified in its charter) England and Wales (State or other jurisdiction of incorporation) 1-15136 (Commission File Number) 98-0357772 (I.R.S. Employer Identification No.) Carnival House 5 Gainsford Street London SE1 2NE United Kingdom (Address of principal executive offices) (Zip code) 011 44 20 7940 5381 (Registrant's telephone number, including area code) None (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 17, 2013 (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 682,394,740 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
2
3.
Corporation and Carnival plc 611,916,267 44,757,561 7,743,758 17,977,153
To re-elect Sir Jonathon Band as a director of
Carnival Corporation and Carnival plc 659,478,420 3,846,059 1,093,108 17,977,153
To re-elect Arnold W. Donald as a director of
Carnival Corporation and Carnival plc 601,676,974 56,881,951 5,858,661 17,977,153
4. To re-elect Pier Luigi Foschi as a director of
Carnival Corporation and Carnival plc 629,265,192 34,030,587 1,121,808 17,977,153
5. To re-elect Howard S. Frank as a director of
Carnival Corporation and Carnival plc 631,510,981 31,809,564 1,097,042 17,977,153
6.
7.
To re-elect Richard J. Glasier as a director of
Carnival Corporation and Carnival plc 613,967,548 44,923,997 5,526,042 17,977,153
8. To re-elect Debra Kelly-Ennis as a director of
Carnival Corporation and Carnival plc
657,074,667 4,474,981 2,867,939 17,977,153
To re-elect Sir John Parker as a director of
Carnival Corporation and Carnival plc
623,054,353 34,121,147 7,242,086 17,977,153
9. To re-elect Stuart Subotnick as a director of
Carnival Corporation and Carnival plc 613,707,396 44,966,534 5,743,656 17,977,153
10. To re-elect Laura Weil as a director of Carnival
Corporation and Carnival plc 629,155,656 34,161,907 1,100,024 17,977,153
11. To re-elect Randall J. Weisenburger as a director
of Carnival Corporation and Carnival plc 651,540,069 11,467,981 1,409,536 17,977,153
Other Matters.
12. 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
To authorize the Audit Committee of Carnival plc
675,253,957 6,514,068 626,715 0
13. to agree the remuneration of the independent
auditors of Carnival plc 679,204,078 2,525,975 664,687 0
14. To receive the UK accounts and reports of the
directors and auditors of Carnival plc for the year
ended November 30, 2012 671,247,964 8,804,715 2,342,061 0
15. To approve the fiscal 2012 compensation of the
named executive officers of Carnival Corporation
& plc
607,549,280 44,507,254 12,361,053 17,977,153
16. To approve the Directors' Remuneration Report
of Carnival plc for the year ended November 30,
2012 632,456,414 36,255,898 13,682,428 0
17. To approve the giving of authority for the
18. allotment new shares by Carnival plc 659,905,067 19,816,177 2,673,495 0
To approve the disapplication of pre-emption
rights in relation to the allotment of new shares by
Carnival plc 677,013,011 3,740,840 1,640,889 0
19. To approve a general authority for Carnival plc to
buy back Carnival plc ordinary shares in the open
market 676,576,938 2,062,840 3,754,962 0

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

Name: Arnaldo Perez Name: Arnaldo Perez Title: Senior Vice President, General Counsel & Secretary Date: April 23, 2013 Date: April 23, 2013

By: /s/ Arnaldo Perez By: /s/ Arnaldo Perez

Title: Senior Vice President, General Counsel & Company Secretary