Current Report Filing (8-k)
April 20 2015 - 3:11PM
Edgar (US Regulatory)
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 14, 2015
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Carnival Corporation |
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Carnival plc |
(Exact name of registrant
as specified in its charter) |
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(Exact name of registrant
as specified in its charter) |
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Republic of Panama |
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England and Wales |
(State or other jurisdiction
of incorporation) |
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(State or other jurisdiction
of incorporation) |
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1-9610 |
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1-15136 |
(Commission File Number) |
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(Commission File Number) |
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59-1562976 |
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98-0357772 |
(I.R.S. Employer
Identification No.) |
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(I.R.S. Employer
Identification No.) |
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3655 N.W. 87th Avenue
Miami, Florida 33178-2428 United
States of America |
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Carnival House, 100 Harbour Parade
Southampton SO15 1ST United
Kingdom |
(Address of principal
executive offices)
(Zip code) |
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(Address of principal
executive offices)
(Zip code) |
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(305) 599-2600 |
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011 44 23 8065 5000 |
(Registrants telephone number,
including area code) |
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(Registrants telephone number,
including area code) |
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None |
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None |
(Former name or former address,
if changed since last report.) |
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(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 14, 2015 (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 665,097,804 shares entitled to vote were
received in connection with the Annual Meetings.
The matters which were submitted to Carnival Corporation and Carnival plcs
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.
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Proposal |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
1. |
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To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc |
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631,304,344 |
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10,636,860 |
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3,274,010 |
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19,882,490 |
2 |
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To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc |
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640,722,040 |
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1,208,389 |
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3,284,785 |
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19,882,490 |
3. |
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To re-elect Arnold W. Donald as a director of Carnival Corporation and Carnival plc |
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631,521,548 |
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10,403,381 |
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3,290,285 |
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19,882,490 |
4. |
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To re-elect Richard J. Glasier as a director of Carnival Corporation and Carnival plc |
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623,238,216 |
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17,826,881 |
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4,150,117 |
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19,882,490 |
5. |
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To re-elect Debra Kelly-Ennis as a director of Carnival Corporation and Carnival plc |
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638,887,476 |
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3,042,207 |
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3,285,531 |
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19,882,490 |
6. |
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To re-elect Sir John Parker as a director of Carnival Corporation and Carnival plc |
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607,670,515 |
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34,235,282 |
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3,309,417 |
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19,882,490 |
7. |
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To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc |
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595,709,036 |
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42,964,118 |
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6,542,160 |
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19,882,490 |
8. |
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To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc |
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638,248,505 |
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3,672,898 |
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3,293,911 |
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19,882,490 |
9. |
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To re-elect Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc |
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631,514,179 |
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10,408,965 |
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3,292,170 |
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19,882,490 |
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Other Matters. |
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10. |
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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 |
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642,630,519 |
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18,418,535 |
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4,048,750 |
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0 |
11. |
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To authorize the Audit Committee of Carnival plc to agree the remuneration of the independent auditors of Carnival plc |
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629,756,238 |
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11,473,112 |
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3,985,964 |
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19,882,490 |
12. |
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To receive the UK accounts and reports of the directors and auditors of Carnival plc for the year ended November 30, 2014 |
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636,988,391 |
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2,936,909 |
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5,290,014 |
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19,882,490 |
13. |
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To approve the fiscal 2014 compensation of the named executive officers of Carnival Corporation & plc |
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547,733,726 |
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85,519,983 |
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11,961,605 |
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19,882,490 |
14. |
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To approve the Directors Remuneration Report of Carnival plc for the year ended November 30, 2014 |
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541,640,017 |
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91,860,187 |
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11,715,110 |
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19,882,490 |
15. |
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To approve the giving of authority for the allotment new shares by Carnival plc |
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613,957,464 |
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26,968,002 |
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4,289,848 |
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19,882,490 |
16. |
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To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc |
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633,968,318 |
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7,828,949 |
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3,418,047 |
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19,882,490 |
17. |
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To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market |
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640,733,868 |
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765,713 |
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3,715,733 |
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19,882,490 |
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.
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Carnival Corporation |
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Carnival plc |
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By: |
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/s/ Arnaldo Perez |
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By: |
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/s/ Arnaldo Perez |
Name: |
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Arnaldo Perez |
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Name: |
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Arnaldo Perez |
Title: |
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General Counsel & Secretary |
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Title: |
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General Counsel & Company Secretary |
Date: |
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April 20, 2015 |
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Date: |
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April 20, 2015 |
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