Carnival & : 2025 Notice of Annual Meetings and Proxy Statement
CCL
2025
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
AND PROXY STATEMENT
going paperless.
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OUR COMPANY
Carnival Corporation & plc (NYSE: CCL and
CUK; LSE: CCL) is the largest global cruise company and among the largest leisure travel companies with a portfolio of world- class cruise lines.
Cruising offers a broad range of products and services to suit vacationing guests of many ages, backgrounds and interests. Each brand in our portfolio meets the needs of a distinct set of consumer psychographics and vacation needs which allows us to penetrate large addressable customer segments.
With our global corporate headquarters in Miami and several regional headquarters around the world, we are the only company in the world to be included in both the S&P 500 index in the U.S. and the FTSE 250 index in the UK.
OUR VISION
As the global leader in the cruise industry, we will lead the way in innovative and sustainable cruising to deliver memorable vacations and build borderless connections.
OUR PURPOSE &
MISSION
To deliver unforgettable happiness to our guests by providing extraordinary cruise vacations, while honoring the integrity of every ocean we sail, place we visit and life we touch.
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States
Carnival House
100 Harbour Parade
Southampton SO15 1ST
United Kingdom
Letter to Shareholders from our Chief Executive Officer
JOSH WEINSTEIN
President, Chief Executive
Officer and Chief Climate
Officer
Dear Fellow Shareholders,
We had a strong year, setting records and achieving milestones, including:
We remain laser focused on further reducing interest expense and rebuilding our investment-grade balance sheet. During 2024, we made debt prepayments of over $3 billion, bringing our total prepayments to over $7 billion since the beginning of 2023. Additionally, we have reduced our debt balance by over $8 billion from the peak in January 2023, ending the year with $27.5 billion of debt.
We are delivering long-term value for our shareholders through improved operational execution across our cruise lines. We ended 2024 with adjusted return on invested capital comfortably above our cost of capital.
We welcomed three new ships during 2024: Carnival Jubilee, the third of five Excel class vessels for Carnival Cruise Line; Sun Princess, Princess Cruises' next generation flagship which was just awarded Conde Nast Traveler's 2024 Mega Ship of the year in the U.S.; and Queen Anne, Cunard's first new ship in 14 years.
We have also been focusing on each of our cruise lines' unique target markets, launching new marketing campaigns across all our brands. In 2024, both new-to- cruise and repeat guests were each up double-digit percentages and we continue to attract new cruise guests as we work to increase awareness and consideration for cruise travel globally.
We continue to advance our enhanced destination strategy to provide guests with yet another reason to take a cruise vacation with us. Celebration Key, our new exclusive cruise port destination on Grand Bahama Island, is scheduled to open in the summer of 2025, with an additional pier opening in the fall of 2026. Its five portals built for fun will further expand our experience offerings with an abundance of
Letter to Shareholders from our Chief Executive Officer
features and amenities for our guests. Celebration Key will be our largest and closest destination in our portfolio, saving fuel costs and reducing greenhouse gas emissions. In addition, we recently announced plans to enhance Half Moon Cay, our highly rated and award-winning exclusive Bahamian destination. The enhancements will lean further into this destination's natural beauty and pristine appeal, reinforcing its new name-RelaxAway, Half Moon Cay. Featuring a newly constructed pier that is expected to be ready in the summer of 2026, the destination will allow two ships to dock, including Carnival Cruise Line's largest ships that will be able to visit for the first time. We believe developing and promoting these unique assets will help us cast the net wider and capture even more new-to-cruise demand.
During 2024, we also continued making progress towards our sustainability goals. We reduced our greenhouse gas emission intensity by approximately 17.5 percent compared to 2019, on track to achieve our targeted reduction of 20 percent by the end of 2026, a goal that was previously pulled forward by four years. We have also lowered our absolute greenhouse gas emissions by almost 10 percent since 2019, despite capacity growth of over nine percent over the same period.
We are grateful for the efforts of our hard working and dedicated team who delivered a step change improvement in 2024 and set us up very well for 2025 and beyond, while consistently delivering unforgettable happiness to over 13 and a half million people in 2024, by providing them with extraordinary cruise vacations while honoring the integrity of every ocean we sail, place we visit and life we touch.
Sincerely,
JOSH WEINSTEIN
President, Chief Executive Officer and Chief Climate Officer
February 28, 2025
Table of Contents
1 PROXY SUMMARY
42 SHARE OWNERSHIP
42 Share Ownership of Certain Beneficial Owners and Management
46 COMPENSATION
70 Report of the Compensation Committees
77 Potential Payments Upon Termination or Change of Control
80 U.S. CEO Pay Ratio
80 Pay versus Performance
85 AUDIT MATTERS
85 Proposal 15―Appointment of the Independent Auditor of Carnival plc and Ratification of Selection of Independent Registered Public Accounting Firm of Carnival Corporation
90 Proposal 19―Approval of the Disapplication of Pre-Emption Rights Applicable to Carnival plc
93 Proposal 20―Approval of the Amendment to the Carnival Corporation 1993 Employee Stock Purchase Plan
97 QUESTIONS AND ANSWERS
97 Questions Applicable to All Shareholders
104 Questions Specific to Shareholders of Carnival Corporation
108 Questions Specific to Shareholders of Carnival plc
110 NON-GAAP FINANCIAL MEASURES- RECONCILIATION TO GAAP
A-1 ANNEX A―CARNIVAL PLC DIRECTORS' REPORT
B-1 ANNEX B―CARNIVAL PLC DIRECTORS' REMUNERATION REPORT (PART II)
C-1 ANNEX C―CARNIVAL PLC CORPORATE GOVERNANCE REPORT
D-1 ANNEX D―AMENDMENT TO THE CARNIVAL CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN
Information about Attending the Annual Meetings
You are cordially invited to attend our Annual Meetings of Shareholders:
DATE
Wednesday, April 16, 2025
TIME
8:30 a.m. (EDT)
The Carnival plc Annual General Meeting will begin first, followed by the Carnival Corporation Annual Meeting.
Shareholders of each may attend both meetings.
LOCATION
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178
United States
LIVE VIDEO BROADCAST
Carnival House, 100 Harbour Parade, Southampton SO15 1ST, United Kingdom, 1:30 p.m. (BST)
Shareholders planning to attend the live video broadcast in Southampton must submit a proxy in order to vote as they will not be able to vote in person from Southampton. Shareholders attending the live video broadcast in Southampton will be able to submit questions live to the Directors present at the Annual Meetings in Florida, but will not be treated as, or considered to be, "in attendance" at the Annual Meetings.
Details regarding the matters to be voted on are contained in the attached Notices of Annual Meetings of Shareholders and Proxy Statement. Because of the dual listed company arrangement, all voting will take place on a poll (or ballot).
Please read the section "Safety and Security Measures" below for further details on how we plan to conduct the meetings to prioritize the safety and security of our employees, shareholders and other stakeholders.
Your vote is important. We encourage you to vote as soon as possible to ensure your vote is recorded promptly, even if you plan to attend the Annual Meetings of Shareholders.
The Boards of Directors recommend that you vote in favor of Proposals 1 through 20.
The Boards of Directors consider the approval of Proposals 1 through 20 to be in the best interests of Carnival Corporation and Carnival plc and their shareholders.
We are furnishing the proxy materials to shareholders on or about February 28, 2025
SAFETY AND SECURITY MEASURES
Due to security measures, all bags will be subject to search, and all persons who attend the meeting will be subject to a metal detector and/or a hand wand search. We will be unable to admit anyone who does not comply with these safety and security procedures.
MEETING ADMISSION REQUIREMENTS
Attendance at the Annual Meeting of Carnival Corporation Shareholders is limited to shareholders and their duly appointed proxies or corporate representatives. Each attendee will be asked to present valid government-issued picture identification, such as a driver's license or passport.
Shareholders holding shares in brokerage accounts ("under a street name") will need to bring a copy of a brokerage statement reflecting share ownership as of the record date (February 18, 2025).
CARNIVAL CORPORATION & PLC 2025 PROXY STATEMENT | i
Voting Information
YOUR VOTE IS
IMPORTANT.
We encourage you to vote as soon as possible, even if you plan to attend
the Annual
Meetings of
Shareholders.
HOW TO VOTE
ELIGIBILITY TO VOTE
All eligible shareholders may vote in person at the 2025 Annual Meetings of Shareholders. Please refer to details about how to vote in person in the "Question and Answers" section.
Carnival Corporation Shareholders
Carnival plc Shareholders
You are eligible to vote if you were a
You are eligible to vote if you are a
shareholder as of the close of business
shareholder as of 6:30 p.m. (BST) on
(EDT) on February 18, 2025.
April 14, 2025.
REGISTERED HOLDERS
To make sure your vote is counted, please cast your vote as soon as possible by one of the following methods:
Voting Method
Carnival Corporation Shareholders
Internet
www.proxyvote.com, 24/7
Telephone
1-800-690-6903 (toll-free)
CREST
N/A
Mobile
Scan the QR code
Device
Complete and mail your signed form
At the
Attend the annual meeting and cast your
Meeting
ballot
Carnival plc Shareholders
www.shareview.co.uk, 24/7
N/A
Using CREST electronic proxy appointment service (if you hold your shares through
CREST)
Scan the QR code
Complete and mail your signed proxy form
Attend the annual meeting and cast your ballot
BENEFICIAL OWNERS (HOLDERS IN STREET NAME): your bank or broker will provide you with instructions on how to vote.
ENROLL FOR ELECTRONIC DELIVERY
We encourage shareholders to sign up to receive future proxy materials electronically. If you have not already enrolled, please consider doing so as it:
• is simple and convenient
• saves time and money
• is environmentally friendly
Carnival Corporation Shareholders
Internet www.investordelivery.com
Mobile
Scan the QR code
Device
Carnival plc Shareholders
www.shareview.co.uk
Scan the QR code
ii | CARNIVAL CORPORATION & PLC 2025 PROXY STATEMENT
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States
Notice of 2025 Annual Meeting of Carnival Corporation Shareholders
We are pleased to invite you to attend Carnival Corporation's 2025 Annual Meeting of Carnival Corporation Shareholders.
WHEN
Wednesday, April 16, 2025
8:30 a.m. (EDT)
WHERE
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178
United States
ELIGIBILITY TO VOTE AND RECORD DATE
The Board of Directors set February 18, 2025 as the record date for the Annual Meeting of Carnival Corporation Shareholders. This means that our shareholders as of the close of business on that date are entitled to receive this notice of the meeting and vote their shares.
Board
Page
Items of Business
Recommendation
Reference
1-11
To re-elect 11 Directors, each to serve as a Director of Carnival Corporation
FOR each
9
and as a Director of Carnival plc
Director nominee
1
To re-elect Micky Arison as a Director of Carnival Corporation and as a
FOR
16
Director of Carnival plc.
2
To re-elect Sir Jonathon Band as a Director of Carnival Corporation and
FOR
16
as a Director of Carnival plc.
3
To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and
FOR
17
as a Director of Carnival plc.
4
To re-elect Nelda J. Connors as a Director of Carnival Corporation and
FOR
18
as a Director of Carnival plc.
5
To re-elect Helen Deeble as a Director of Carnival Corporation and as a
FOR
19
Director of Carnival plc.
6
To re-elect Jeffrey J. Gearhart as a Director of Carnival Corporation and
FOR
20
as a Director of Carnival plc.
7
To re-elect Katie Lahey as a Director of Carnival Corporation and as a
FOR
21
Director of Carnival plc.
8
To re-elect Stuart Subotnick as a Director of Carnival Corporation and
FOR
22
as a Director of Carnival plc.
9
To re-elect Laura Weil as a Director of Carnival Corporation and as a
FOR
23
Director of Carnival plc.
10
To re-elect Josh Weinstein as a Director of Carnival Corporation and as
FOR
24
a Director of Carnival plc.
11
To re-elect Randy Weisenburger as a Director of Carnival Corporation
FOR
25
and as a Director of Carnival plc.
12
To hold a (non-binding) advisory vote to approve executive compensation.
FOR
46
CARNIVAL CORPORATION & PLC 2025 PROXY STATEMENT | iii
Notice of 2025 Annual Meeting of Carnival Corporation Shareholders
Board
Page
Items of Business
Recommendation
Reference
13
To hold a (non-binding) advisory vote to approve the Carnival plc Directors'
FOR
47
Remuneration Report (other than the section containing the Carnival plc
Directors' Remuneration Policy) (in accordance with legal requirements
applicable to UK companies).
14
To approve the Carnival plc Directors' Remuneration Policy set out in
FOR
48
Section 3 of Part II of the Carnival plc Directors' Remuneration Report (in
accordance with legal requirements applicable to UK companies).
15
To appoint Deloitte LLP as independent auditor of Carnival plc and to ratify
FOR
85
the selection of Deloitte & Touche LLP as the independent registered public
accounting firm of Carnival Corporation.
16
To authorize the Audit Committee of Carnival plc to determine the
FOR
85
remuneration of the independent auditor of Carnival plc (in accordance with
legal requirements applicable to UK companies).
17
To receive the accounts and reports of the Directors and auditor of Carnival
FOR
89
plc for the year ended November 30, 2024 (in accordance with legal
requirements applicable to UK companies).
18
To approve the giving of authority for the allotment of new shares by Carnival
FOR
90
plc (in accordance with customary practice for UK companies).
19
To approve, subject to Proposal 18 passing, the disapplication of pre-emption
FOR
90
rights in relation to the allotment of new shares and sale of treasury shares
by Carnival plc (in accordance with customary practice for UK companies).
20
To approve the amendment to the Carnival Corporation 1993 Employee Stock
FOR
93
Purchase Plan.
21 To transact such other business as may properly come before the meeting.
How to Vote
Your vote is important. Please review the proxy materials for the 2025 Annual Meeting of Carnival Corporation Shareholders and follow the instructions.
INTERNET
TELEPHONE
MOBILE DEVICE
AT THE MEETING
Registered
www.proxyvote.com
Call
Scan the QR code
Complete and mail your
Attend the annual
Holders
24/7
1-800-690-6903
signed form in the
meeting and cast your
(toll-free)
postage-paid envelope
ballot
Beneficial
Follow the instructions provided by your broker, bank
Return a properly
To attend the annual
Owners
executed voting
meeting, you will need
or other nominee
(Holders
instruction form by mail,
proof of ownership and
in Street
depending upon the
a legal proxy from your
Name)
methods your broker,
broker, bank or other
bank or other nominee
nominee
makes available
Deadline
11:59 p.m. Eastern Time on April 15, 2025,
If you are a beneficial owner, please refer to the information
if you are a registered holder
provided by your broker, bank or other nominee
iv | CARNIVAL CORPORATION & PLC 2025 PROXY STATEMENT
Disclaimer
Carnival plc published this content on February 28, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on February 28, 2025 at 14:51:08.758.