TIDMCCL 
 
Update on Response to 2022 Annual Meetings Outcome 
 
MIAMI, October 6, 2022 - Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) 
held their annual meetings of shareholders on April 8, 2022 (the "Annual 
Meetings") where all of the resolutions recommended by the Boards of Directors 
were passed.  The advisory votes to approve Executive Compensation and the 
Carnival plc Directors' Remuneration Report (Resolutions 13 and 14) each passed 
with the support of approximately 64% of the votes cast. 
 
In response to the vote outcome and in accordance with our regular investor 
engagement program, the Compensation Committees sought feedback from a number 
of our institutional shareholders, following the Annual Meetings.  The Chair of 
the Compensation Committees and representatives of management held discussions 
with shareholders regarding the reasoning for votes cast on Resolutions 13 and 
14. Information gathered during these conversations complemented feedback 
gathered in discussions with shareholders in the weeks prior to the Annual 
Meetings. The Compensation Committees analyzed the feedback provided by 
shareholders during both engagement periods and understand that the votes cast 
against Resolutions 13 and 14 primarily reflected: 
 
  * A preference for the annual incentive program to return to using 
    pre-determined, quantitative performance criteria; 
  * A preference for at least a portion of equity grant awards to require 
    achievement of pre-determined performance criteria in order to vest; and 
  * A preference for disclosure in the Carnival plc Directors' Remuneration 
    Report and the Compensation Discussion and Analysis included in the Proxy 
    Statement to provide greater detail regarding how the Compensation 
    Committees ensured rigor and evaluated individual performance against 
    qualitative performance criteria, as well as further detail on the 
    Compensation Committees' decisions for the fiscal year. 
 
Given the continued progress toward returning to service in 2022, the 
Committees are returning to our historical practice of utilizing quantitative 
performance criteria for all fiscal 2022 annual bonuses and equity grants to 
our executive officers who receive this type of compensation, and are committed 
to continuing a quantitative performance-based incentive program in 2023. 
Additionally, we intend to enhance disclosure in the Carnival plc Directors' 
Remuneration Report and the Compensation Discussion and Analysis in the 2023 
Proxy Statement pertaining to incentive plan targets and performance evaluation 
as well as the Compensation Committees' actions and decisions. The Compensation 
Committees believe that the approach being taken appropriately aligns the 
interests of our executives with those of our shareholders and responds to 
shareholder feedback. 
 
Additional information regarding the meetings with shareholders and the 
Compensation Committees' actions to address feedback received will be provided 
in the next Carnival plc Directors' Remuneration Report in the 2023 Proxy 
Statement. The Boards value the perspectives of shareholders and appreciate the 
opportunity to engage in productive dialogue with shareholders. We look forward 
to continued discussions in advance of the 2023 Annual Meetings. 
 
Carnival Corporation & plc Media Contacts: Roger Frizzell, Carnival 
Corporation, rfrizzell@carnival.com, (305) 406-7862; Mike Flanagan, LDWW, 
mike@ldwwgroup.com, (727) 452-4538 
 
Carnival Corporation & plc Investor Relations Contact:  Beth Roberts, Carnival 
Corporation, eroberts@carnival.com, (305) 406-4832 
 
 
 
END 
 
 

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October 06, 2022 02:00 ET (06:00 GMT)

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