Current Report Filing (8-k)
January 18 2023 - 3:06PM
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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) January 17, 2023
| Carnival Corporation |
|
Carnival plc |
| (Exact
name of registrant as specified in its charter) |
|
(Exact
name of registrant as specified in its charter) |
| |
|
|
| Republic of Panama |
|
England and Wales |
| (State
or other jurisdiction of incorporation) |
|
(State
or other jurisdiction of incorporation) |
| |
|
|
| 001-9610 |
|
001-15136 |
| (Commission
File Number) |
|
(Commission
File Number) |
| |
|
|
| 59-1562976 |
|
98-0357772 |
| (I.R.S.
Employer Identification No.) |
|
(I.R.S.
Employer Identification No.) |
| |
|
|
|
3655 N.W. 87th Avenue
Miami,
Florida 33178-2428
|
|
Carnival House, 100 Harbour Parade,
Southampton SO15 1ST, United Kingdom |
(Address
of principal executive offices)
(Zip
code) |
|
(Address
of principal executive offices)
(Zip
code) |
| |
|
|
|
(305) 599-2600 |
|
011 44 23 8065 5000 |
| (Registrant’s
telephone number, including area code) |
|
(Registrant’s
telephone number, including area code) |
| |
|
|
| None |
|
None |
| (Former
name or former address, if changed since last report.) |
|
(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)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which
registered |
| Common Stock ($0.01 par value) |
|
CCL |
|
New
York Stock Exchange, Inc. |
| Ordinary
Shares each represented by American Depositary Shares ($1.66 par value),
Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust |
|
CUK |
|
New
York Stock Exchange, Inc. |
| 1.000%
Senior Notes due 2029 |
|
CUK29 |
|
New
York Stock Exchange LLC |
Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-
2 of this chapter).
Emerging growth companies ¨
If emerging growth
companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Co-Registrant CIK |
0001125259 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant DocumentPeriodEndDate |
2023-01-17 |
| Co-Registrant Written Communications |
false |
| Co-Registrant Solicitating Materials |
false |
| Co-Registrant PreCommencement Tender Offer |
false |
| Co-Registrant PreCommencement Issuer Tender Offer |
false |
| Co-Registrant Emerging growth company |
false |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
(b) On January 17, 2023, Richard J.
Glasier announced he will not stand for re-election to the Boards of Directors of Carnival Corporation and Carnival plc (together, the
“Companies”) at the next Annual Shareholders Meetings, which are expected to take place in April 2023.
A copy of the Companies’ press release announcing
Mr. Glasier’s announcement not to stand for re-election is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit 99.1 is being furnished and shall
not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by
reference into future filings under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated
by reference therein.
| Item 9.01 | Financial Statements and Exhibits. |
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/ Enrique Miguez |
| By: | /s/ Enrique Miguez |
| Name: |
Enrique Miguez
|
| Name: | Enrique Miguez
|
| Title: |
General Counsel |
| Title: | General Counsel |
| |
|
| | |
| Date: |
January 18, 2023 |
| Date: | January 18, 2023 |
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