Carnival PLC Update on Response to 2022 Annual Meetings Outcome
06 Oktober 2022 - 08:00AM
UK Regulatory
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
(END) Dow Jones Newswires
October 06, 2022 02:00 ET (06:00 GMT)
Carnival (LSE:CCL)
Historical Stock Chart
Von Feb 2024 bis Mär 2024
Carnival (LSE:CCL)
Historical Stock Chart
Von Mär 2023 bis Mär 2024