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Carnival PLC AGM Information 2014

Apr 22, 2014

4799_dva_2014-04-22_3dd6aceb-5386-4016-9d73-76ed3ac4b3e1.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, 2014

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, 2014 (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 694,094,418 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
Corporation and Carnival plc
656,120,450 18,307,095 1,727,753 17,939,119
2 To re-elect Sir Jonathon Band as a director of Carnival
Corporation and Carnival plc
672,240,812 2,264,386 1,650,101 17,939,119
3. To re-elect Arnold W. Donald as a director of Carnival
Corporation and Carnival plc
661,356,937 13,150,707 1,647,654 17,939,119
4. To re-elect Richard J. Glasier as a director of Carnival
Corporation and Carnival plc
638,835,132 30,290,480 7,029,686 17,939,119
5. To re-elect Debra Kelly-Ennis as a director of Carnival
Corporation and Carnival plc
670,767,589 3,733,480 1,654,230 17,939,119
6. To re-elect Sir John Parker as a director of Carnival
Corporation and Carnival plc
641,454,476 30,022,728 4,678,093 17,939,119
7. To re-elect Stuart Subotnick as a director of Carnival
Corporation and Carnival plc
634,869,446 39,233,912 2,051,939 17,939,119
8. To re-elect Laura Weil as a director of Carnival
Corporation and Carnival plc
656,294,760 18,211,080 1,649,459 17,939,119
9. To re-elect Randall J. Weisenburger as a director of
Carnival Corporation and Carnival plc
642,516,585 31,981,311 1,657,402 17,939,119
Other Matters.
10. 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
11. Corporation
To authorize the Audit Committee of Carnival plc to
683,265,737 5,561,586 5,267,094 0
12. agree the remuneration of the independent auditors of
Carnival plc
To receive the UK accounts and reports of the
690,834,016 2,085,738 1,174,663 0
directors and auditors of Carnival plc for the year
ended November 30, 2013
688,733,200 2,890,514 2,470,703 0
13. To approve the fiscal 2013 compensation of the named
executive officers of Carnival Corporation & plc
393,188,762 280,584,823 2,381,713 17,939,119
14. To approve the Carnival plc Directors' Remuneration
Report (other than the Carnival plc Directors'
Remuneration Policy) for the year ended November
15. 30, 2013
To approve the Carnival plc Directors' Remuneration
405,369,699 286,487,491 2,237,227 0
Policy for the year ended November 30, 2013 428,274,528 263,568,780 2,251,109 0
16. To approve the giving of authority for the allotment
new shares by Carnival plc
558,392,497 133,897,507 1,804,413 0
17. To approve the disapplication of pre-emption rights in
relation to the allotment of new shares by Carnival plc
679,168,870 12,239,018 2,686,530 0
18. To approve a general authority for Carnival plc to buy
back Carnival plc ordinary shares in the open market
687,318,287 2,881,601 3,894,529 0
19. To approve the Carnival plc 2014 Employee Share
Plan
659,992,601 14,202,732 1,959,966 17,939,119

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

By: /s/ Arnaldo Perez By: /s/ Arnaldo Perez Name: Arnaldo Perez Name: Arnaldo Perez Date: April 22, 2014 Date: April 22, 2014

Title: General Counsel & Secretary Title: General Counsel & Company Secretary