DEF 14A 1 d313333ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

CARNIVAL CORPORATION

CARNIVAL plc

 

(Name of Registrants as Specified in Its Charter)

 

  

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

1)

Title of each class of securities to which transaction applies:

 

 

 

2)

Aggregate number of securities to which transaction applies:

 

 

 

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

4)

Proposed maximum aggregate value of transaction:

 

 

 

5)

Total fee paid:

 

 

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

1)

Amount previously paid:

 

 

 

2)

Form, Schedule or Registration Statement No.:

 

 

 

3)

Filing Party:

 

 

 

4)

Date Filed:

 

 


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LOGO

NOTICE OF 2017 ANNUAL MEETINGS

OF SHAREHOLDERS AND

PROXY STATEMENT

Wednesday, April 5, 2017

at 9:30 a.m., local time

The Dorchester

53 Park Lane

Mayfair

London W1K 1QA

United Kingdom

 

 

LOGO   LOGO   LOGO   LOGO   LOGO

 

LOGO    LOGO    LOGO    LOGO    LOGO


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TABLE OF CONTENTS

 

LETTER TO SHAREHOLDERS FROM THE CHAIRMAN

     1   

VOTING INFORMATION

     2   

NOTICE OF 2017 ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS

     3   

NOTICE OF 2017 ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS

     6   

PROXY STATEMENT

     12   

GOVERNANCE

     13   

PROPOSALS 1-10 Election or Re-Election of Directors

     13   

Board and Committee Governance

     20   

Director Compensation

     25   

Director Independence and Related Person Transactions

     27   

SHARE OWNERSHIP

     30   

Share Ownership of Certain Beneficial Owners and Management

     30   

Section 16(a) Beneficial Ownership Reporting Compliance

     33   

COMPENSATION

     34   

PROPOSAL 11 Advisory (Non-Binding) Vote to Approve Executive Compensation

     34   

PROPOSAL 12 Advisory (Non-Binding) Vote on How Frequently Shareholders should Vote to Approve Compensation of the Named Executive Officers

     35   

PROPOSAL 13 Approval of Carnival plc Directors’ Remuneration Report

     36   

PROPOSAL 14 Approval of the Carnival plc Directors’ Remuneration Policy

     36   

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report – Part I

     37   

Report of the Compensation Committees

     58   

Compensation Committee Interlocks and Insider Participation

     58   

Compensation Tables

     59   

Potential Payments on Termination or Change of Control

     67   

AUDIT MATTERS

     72   

Report of the Audit Committees

     72   

Independent Registered Certified Public Accounting Firm

     73   

PROPOSALS 15  & 16 Re-Appointment and Remuneration of Independent Auditors for Carnival plc and Ratification of Independent Registered Certified Public Accounting Firm for Carnival Corporation

     74   

OTHER PROPOSALS

     75   

PROPOSAL 17 Receipt of Accounts and Reports of Carnival plc

     75   

PROPOSALS 18 &19 Approval of the Grant of Authority to Allot New Carnival plc Shares and the Disapplication of Pre-Emption Rights Applicable to the Allotment of New Carnival plc Shares

     75   

PROPOSAL 20 General Authority to Buy Back Carnival plc Ordinary Shares

     77   

QUESTIONS AND ANSWERS

     79   

Questions Applicable to All Shareholders

     79   

Questions Specific to Shareholders of Carnival Corporation

     84   

Questions Specific to Shareholders of Carnival plc

     87   

ANNEX A Carnival plc Directors’ Report

     A-1   

ANNEX B Carnival plc Directors’ Remuneration Report – Part II

     B-1   

ANNEX C Carnival plc Corporate Governance Report

     C-1   

 

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LOGO

 

 

LETTER TO SHAREHOLDERS FROM THE CHAIRMAN

 

To our Shareholders:

It is my pleasure to invite you to attend our joint Annual Meetings of shareholders at The Dorchester, 53 Park Lane, Mayfair, London W1K 1QA, United Kingdom on Wednesday, April 5, 2017. The meetings will commence at 9:30 a.m., and although there are technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa. We plan to continue to rotate the location of the Annual Meetings between the United Kingdom and the United States each year in order to accommodate shareholders on both sides of the Atlantic.

We are also pleased to offer an audio replay of the business portion of the Annual Meetings, which will be available shortly after the meetings at www.carnivalcorp.com or www.carnivalplc.com.

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).

Your vote is important. We encourage you to vote as soon as possible, even if you plan to attend the meetings.

The Boards of Directors consider voting in favor of Proposals 1 through 11 and 13 through 20 to be in the best interests of Carnival Corporation and Carnival plc and its shareholders. In the case of Proposal 12, the Boards of Directors have concluded that the vote to approve the compensation of our Named Executive Officers should occur on an annual basis. Accordingly, the Boards of Directors unanimously recommend that you cast your vote “FOR” Proposals 1 through 11 and 13 through 20 and, in the case of Proposal 12, that you vote in favor of the vote to approve the compensation of our Named Executive Officers occurring on an annual basis.

Thank you for your ongoing interest in, and continued support of, Carnival Corporation & plc.

 

January 30, 2017      

 

Sincerely,

   

 

LOGO

    Micky Arison
    Chairman of the Boards of Directors

 

 

 

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VOTING INFORMATION

 

Your vote is important. We encourage you to vote as soon as possible, even if you plan to attend the meetings.

Who is Eligible to Vote?

 

    Carnival Corporation Shareholders

 

  

Carnival plc Shareholders

 

    You are eligible to vote if you were a     shareholder as of the close of business (EDT) on     February 6, 2017.   

You are eligible to vote if you are a shareholder as of 6:30 p.m. (BST) on April 3, 2017.

How to Vote?

To make sure your vote is counted, please cast your vote as soon as possible by one of the following methods:

 

    Carnival Corporation Shareholders*

 

  

    Carnival plc Shareholders

 

    •

  

Using the Internet at

www.proxyvote.com

 

  

  

Using the Internet at

www.sharevote.co.uk

    •

  

Calling toll-free

1-800-690-6903

 

  

  

Using CREST electronic proxy appointment service (if you hold your shares through CREST)

    •

  

Mailing your signed form

 

  

  

Mailing your signed proxy form

 

*

If your bank or broker utilizes Broadridge. Otherwise, your bank or broker will provide you with instructions on how to vote.

All eligible shareholders may vote in person at the 2017 Annual Meetings of Shareholders. Please refer to details about how to vote in person in the Question and Answers section.

 

Important Note: If you plan to attend the 2017 Annual Meetings of Shareholders please see the
Notice of Meetings for important details on admission requirements.

 

Enroll for Electronic Delivery

We encourage shareholders to sign up to receive future Notices of Annual Meetings electronically. If you have not already enrolled, please consider doing so as it is simple, saves time and money, and is environmentally friendly.

 

Carnival Corporation Shareholders

 

  

Carnival plc Shareholders

 

www.investordelivery.com    www.shareview.co.uk

 

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LOGO

3655 N.W. 87th Avenue

Miami, Florida 33178

 

 

NOTICE OF 2017 ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS

 

 

When:      Where:

Wednesday, April 5, 2017

9:30 a.m., local time

    

The Dorchester

53 Park Lane

Mayfair

London W1K 1QA

United Kingdom

We are pleased to invite you to join our Board of Directors, senior leadership and other associates at Carnival Corporation’s 2017 Annual Meeting of Shareholders.

Items of Business:

 

1.

To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.

 

2.

To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.

 

3.

To elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.

 

4.

To re-elect Arnold W. Donald as a Director of Carnival Corporation and as a Director of Carnival plc.

 

5.

To re-elect Richard J. Glasier as a Director of Carnival Corporation and as a Director of Carnival plc.

 

6.

To re-elect Debra Kelly-Ennis as a Director of Carnival Corporation and as a Director of Carnival plc.

 

7.

To re-elect Sir John Parker as a Director of Carnival Corporation and as a Director of Carnival plc.

 

8.

To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.

 

9.

To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.

 

10.

To re-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.

 

11.

To hold a (non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).

 

12.

To hold a (non-binding) advisory vote to determine how frequently the shareholders of Carnival Corporation & plc should be provided with a non-binding advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).

 

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13.

To approve the Carnival plc Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report) (in accordance with legal requirements applicable to UK companies).

 

14.

To approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report (in accordance with legal requirements applicable to UK companies).

 

15.

To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for 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.

 

16.

To authorize the Audit Committee of Carnival plc to agree the remuneration of the independent auditors of Carnival plc.

 

17.

To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2016 (in accordance with legal requirements applicable to UK companies).

 

18.

To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).

 

19.

To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).

 

20.

To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs).

 

21.

To transact such other business as may properly come before the meeting.

Record Date:

The Board of Directors set February 6, 2017 as the record date for the Carnival Corporation meeting. 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.

How to Vote:

Your vote is important. Please review the proxy materials for the 2017 Annual Meeting of Carnival Corporation Shareholders and follow the instructions on page 2.

Audio Replay of the Meeting:

If you are unable to attend the meeting in person, you can listen to an audio replay of the business portion of the Annual Meetings by visiting the Financial Information tab of the Investor Relations section of our website at www.carnivalcorp.com or www.carnivalplc.com shortly after the meetings. Then, click on Webcasts/Presentations and follow the instructions provided.

 

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Meeting Admission Requirements:

Attendance at the meeting is limited to shareholders and their duly appointed proxies or corporate representatives. Each attendee may 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 6, 2017). 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 security procedures.

On behalf of the Board of Directors

 

LOGO

ARNALDO PEREZ

General Counsel & Secretary

Carnival Corporation is continuing to take advantage of U.S. Securities and Exchange Commission (“SEC”) rules that allow it to deliver proxy materials over the Internet. Under these rules, Carnival Corporation is sending its shareholders a one-page notice regarding the Internet availability of proxy materials instead of a full set of proxy materials, unless they previously requested to receive printed copies. If you receive this one-page notice, you will not receive printed copies of the proxy materials unless you specifically request them. Instead, this notice tells you how to access and review on the Internet all of the important information contained in the proxy materials. This notice also tells you how to submit your proxy card on the Internet and how to request to receive a printed copy of the proxy materials. All Carnival Corporation shareholders are urged to follow the instructions in the notice and submit their votes using one of the voting methods described in the proxy materials. If you receive a printed copy of the proxy materials, the accompanying envelope for return of the proxy card requires no postage. Any shareholder attending the meeting in London may personally vote on all matters that are considered, in which event the previously submitted proxy will be revoked.

 

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THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN THIS DOCUMENT OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISOR AUTHORIZED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000.

IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR SHARES IN CARNIVAL PLC, PLEASE SEND THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.

 

LOGO

(incorporated and registered in England and Wales under number 4039524)

Carnival House

100 Harbour Parade

Southampton SO15 1ST

United Kingdom

 

 

NOTICE OF 2017 ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS

 

NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Carnival plc will be held at The Dorchester, 53 Park Lane, Mayfair, London W1K 1QA, United Kingdom on Wednesday, April 5, 2017 at 9:30 a.m. (BST), for the purpose of considering and, if thought fit, passing the resolutions described below:

 

 

Proposals 1 through 18 will be proposed as ordinary resolutions. For ordinary resolutions, the required majority is more than 50% of the combined votes cast at this meeting and Carnival Corporation’s Annual Meeting.

 

 

Proposals 19 and 20 will be proposed as special resolutions. For special resolutions, the required majority is not less than 75% of the combined votes cast at this meeting and Carnival Corporation’s Annual Meeting.

Election or Re-election of ten Directors named in this Proxy Statement

 

1.

To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.

 

2.

To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.

 

3.

To elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.

 

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4.

To re-elect Arnold W. Donald as a Director of Carnival Corporation and as a Director of Carnival plc.

 

5.

To re-elect Richard J. Glasier as a Director of Carnival Corporation and as a Director of Carnival plc.

 

6.

To re-elect Debra Kelly-Ennis as a Director of Carnival Corporation and as a Director of Carnival plc.

 

7.

To re-elect Sir John Parker as a Director of Carnival Corporation and as a Director of Carnival plc.

 

8.

To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.

 

9.

To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.

 

10.

To re-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.

Executive Compensation

 

11.

To hold a (non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).

 

12.

To hold a (non-binding) advisory vote to determine how frequently the shareholders of Carnival Corporation & plc should be provided with a non-binding advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).

Directors’ Remuneration Report

 

13.

To approve the Carnival plc Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report) as set out in the annual report for the year ended November 30, 2016.

 

14.

To approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report as set out in the annual report for the year ended November 30, 2016.

Re-appointment and remuneration of Carnival plc auditors and ratification of Carnival Corporation auditors

 

15.

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 of Carnival Corporation.

 

16.

To authorize the Audit Committee of the Board of Directors of Carnival plc to agree the remuneration of the independent auditors of Carnival plc.

Accounts and Reports

 

17.

To receive the UK accounts and the reports of the Directors and auditors of Carnival plc for the year ended November 30, 2016.

Allotment of shares

 

18.

THAT the Directors of Carnival plc be and they are hereby authorized to allot shares in Carnival plc and to grant rights to subscribe for or convert any security into shares in Carnival plc:

 

  (a)

up to a nominal amount of $119,541,296 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and

 

  (b)

up to a nominal amount of $239,082,592 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:

 

  (i)

to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

 

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  (ii)

to holders of other equity securities as required by the rights of those securities or as the Directors of Carnival plc otherwise consider necessary,

and so that the Directors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year’s Carnival plc Annual General Meeting (or, if earlier, until the close of business on July 4, 2018) but, in each case, during this period Carnival plc may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors of Carnival plc may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

Disapplication of pre-emption rights

 

19.

THAT, subject to Proposal 18 passing, the Directors of Carnival plc be given power to allot equity securities (as defined in the UK Companies Act 2006 (the “Companies Act 2006”)) for cash under the authority given by that resolution and/or to sell ordinary shares held by Carnival plc as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

 

  (a)

to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Proposal 17, by way of a rights issue only):

 

  (i)

to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

 

  (ii)

to holders of other equity securities, as required by the rights of those securities, or as the Directors of Carnival plc otherwise consider necessary,

and so that the Directors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

 

  (b)

in the case of the authority granted under paragraph (a) of Proposal 18 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above) of equity securities or sale of treasury shares up to a nominal amount of $17,931,194,

such power to apply until the end of next year’s Annual General Meeting (or, if earlier, until the close of business on July 4, 2018) but, in each case, during this period Carnival plc may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors of Carnival plc may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

General authority to buy back Carnival plc ordinary shares

 

20.

THAT Carnival plc be and is generally and unconditionally authorized to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of $1.66 each in the capital of Carnival plc subject to the following conditions:

 

  (a)

the maximum number of ordinary shares authorized to be acquired is 21,603,849;

 

  (b)

the minimum price (exclusive of expenses) which may be paid for an ordinary share is $1.66;

 

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  (c)

the maximum price which may be paid for an ordinary share is an amount (exclusive of expenses) equal to the higher of (1) 105% of the average middle market quotation for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased and (2) the higher of the last independent trade and the highest current independent bid for an ordinary share as derived from the London Stock Exchange trading service at the time the purchase is carried out; and

 

  (d)

unless previously revoked or renewed, this authority shall expire on the earlier of (i) the conclusion of the Annual General Meeting of Carnival plc to be held in 2018 and (ii) 18 months from the date of this resolution (except in relation to the purchase of ordinary shares, the contract of which was entered into before the expiry of such authority).

 

By Order of the Board

 

LOGO

Arnaldo Perez

Company Secretary

January 30, 2017

 

Registered Office:

 

Carnival House

100 Harbour Parade

Southampton SO15 1ST

Voting Arrangements for Carnival plc Shareholders

Carnival plc shareholders can vote in either of two ways:

 

 

by attending the meeting and voting in person or, in the case of corporate shareholders, by corporate representatives; or

 

 

by appointing a proxy to attend and vote on their behalf, using the proxy form enclosed with this Notice of Annual General Meeting.

Voting in person

If you come to the Annual General Meeting, please bring the attendance card (attached to the enclosed proxy form) with you. This will mean you can register more quickly.

In order to attend and vote at the Annual General Meeting, a corporate shareholder may appoint one or more individuals to act as its representative. The appointment must comply with the requirements of Section 323 of the Companies Act 2006. Each representative should bring evidence of their appointment, including any authority under which it is signed, to the meeting. If you are a corporation and are considering appointing a corporate representative to represent you and vote your shareholding in Carnival plc at the Annual General Meeting, you are strongly encouraged to pre-register your corporate representative to make registration on the day of the meeting more efficient. In order to pre-register, please email your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, at proxy.votes@equiniti.com.

Voting by proxy

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote in his or her stead. A proxy need not be a shareholder of Carnival plc. A shareholder may appoint more than one proxy provided that each proxy is appointed to

 

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exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please follow the notes contained in the proxy form. A person who is nominated to enjoy information rights in accordance with Section 146 of the Companies Act 2006, but who is not a shareholder, is not entitled to appoint a proxy.

If you are a person nominated to enjoy information rights in accordance with Section 146 of the Companies Act 2006 you may have a right under an agreement between you and the member by whom you were nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If you have no such right, or you have such a right but do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

To be effective, a duly completed proxy form and the authority (if any) under which it is signed, or a notarially certified copy of such authority, must be deposited (whether delivered personally or by post) at the offices of Carnival plc’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom as soon as possible and in any event no later than 9:30 a.m. (BST) on April 3, 2017. Alternatively, a proxy vote may be submitted via the Internet in accordance with the instructions set out on the proxy form.

In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which names stand on the register of shareholders of Carnival plc in respect of the relevant joint holding.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual, which can be viewed at www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Carnival plc may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Shareholders who are entitled to vote

Carnival plc, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of Carnival plc at 6:30 p.m. (BST) on

 

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April 3, 2017 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6:30 p.m. (BST) on April 3, 2017 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

Any shareholder attending the meeting has the right to ask questions. Carnival plc must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of Carnival plc or the good order of the meeting that the question be answered.

Documents available for inspection

Copies of all service agreements (including letters of appointment) between each Director and Carnival plc will be available for inspection during normal business hours on any weekday (public holidays excluded) at the registered office of Carnival plc from the date of this notice until and including the date of the meeting and at the place of the meeting for at least 15 minutes prior to and during the meeting.

*     *     *

There are 20 Proposals that require shareholder approval at the Annual Meeting this year. The Directors unanimously recommend that you vote in favor of Proposals 1 through 11 and 13 through 20 (inclusive) and, in the case of Proposal 12, that you vote in favor of the vote to approve the compensation of our Named Executive Officers occurring on an annual basis. The Directors encourage you to submit your vote using one of the voting methods described herein. Submitting your voting instructions by any of these methods will not affect your right to attend the meeting in person should you so choose.

Website materials

This Proxy Statement and other information required by Section 311A of the Companies Act 2006 have been posted on our website at www.carnivalcorp.com and www.carnivalplc.com.

Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require Carnival plc to publish on a website a statement setting out any matter relating to: (i) the audit of Carnival plc’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of Carnival plc ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. Carnival plc may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where Carnival plc is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to Carnival plc’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that Carnival plc has been required under Section 527 of the Companies Act 2006 to publish on a website.

 

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PROXY STATEMENT

 

The Board of Directors of each of Carnival Corporation and Carnival plc (together, “Carnival Corporation & plc,” “we,” “our” or “us”) is providing these proxy materials to you in connection with our joint Annual Meetings of Shareholders on Wednesday, April 5, 2017. The Annual Meetings will be held at The Dorchester, 53 Park Lane, Mayfair, London W1K 1QA, United Kingdom. The meetings will commence at 9:30 a.m., local time, and although technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa.

We are furnishing the proxy materials to shareholders on or about February 24, 2017.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE SHAREHOLDER MEETINGS TO BE HELD ON APRIL 5, 2017

The Notice of Annual Meetings, Proxy Statement and the Annual Report are available at www.carnivalcorp.com and www.carnivalplc.com.

 

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GOVERNANCE

 

We are committed to governance policies and practices so that shareholder and other stakeholder interests are represented in a thoughtful and independent manner. Sound principles of corporate governance are critical to obtaining and retaining the trust of investors. They are also vital in securing respect from other key stakeholders and interested parties, including employees, our guests, suppliers, the communities in which we conduct business, government officials and the public-at-large.

Carnival Corporation and Carnival plc operate under a dual-listed company structure with primary stock listings in the United States and the United Kingdom. Accordingly, we have implemented a single corporate governance framework consistent, to the extent possible, with the governance practices and requirements of both countries. While there are customs or practices that differ between the two countries, we believe our corporate governance framework effectively addresses the corporate governance requirements of both the United States and the United Kingdom.

Our corporate governance principles are set forth in our Corporate Governance Guidelines and the charters of our Board Committees. The actions described in these documents, which the Boards have reviewed and approved, implement applicable requirements, including the New York Stock Exchange listing requirements and, to the extent practicable, the UK Corporate Governance Code published by the UK Financial Reporting Council in September 2014 (the “UK Corporate Governance Code”), as well our own vision of good governance.

We will continue to monitor governance developments in the United States and the United Kingdom to ensure a vigorous and effective corporate governance framework of the highest international standards.

Our Corporate Governance Guidelines, copies of the charters of our Board Committees and our organizational documents are available under the “Governance” section of our website at www.carnivalcorp.com and www.carnivalplc.com.

PROPOSALS 1-10

ELECTION OR RE-ELECTION OF DIRECTORS

 

The Boards are elected by the shareholders to exercise business judgment to act in what they reasonably believe to be in the best interests of Carnival Corporation & plc and their shareholders. The Boards select and oversee the members of senior management, who are charged by the Boards with conducting the business of the company.

Nominations of Directors

Carnival Corporation and Carnival plc are two separate legal entities and, therefore, each has a separate Board of Directors, each of which in turn has its own Nominating & Governance Committee. As the dual-listed company (“DLC”) arrangement requires that there be identical Boards of Directors, the Nominating & Governance Committees make one set of determinations in relation to both companies.

The Nominating & Governance Committees actively seek individuals qualified to become Board members and recommend to the Boards the nominees to stand for election as Directors at the Annual Meetings of Shareholders or, if applicable, at a Special Meeting of Shareholders.

 

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GOVERNANCE

Election or Re-Election of Directors

 

When evaluating prospective candidates for Director, regardless of the source of the nomination, the Nominating & Governance Committees will consider, in accordance with their charters, such factors as they deem appropriate, including, but not limited to:

 

 

the candidate’s judgment

 

the candidate’s skill

 

diversity considerations

 

the candidate’s experience with businesses and other organizations of comparable size

 

the interplay of the candidate’s experience with the experience of other Board members

 

the extent to which the candidate would be a desirable addition to the Boards and any Committees of the Boards

Our Corporate Governance Guidelines dictate that diversity should be considered by the Nominating & Governance Committees in the director identification and nomination process. This means that the Nominating & Governance Committees seek nominees who bring a variety of business backgrounds, experiences and perspectives to the Boards. The Boards believe that the backgrounds and qualifications of the Directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge and abilities that will allow the Boards to fulfill their responsibilities and the Nominating & Governance Committees assess the effectiveness of this approach as part of the annual evaluations of our Boards of Directors.

As of the date of this Proxy Statement, 30% of the members of the Boards are women (being three of ten members).

The Nominating & Governance Committees will also use their best efforts to see that the composition of the Boards adheres to the independence requirements applicable to companies listed for trading on the New York Stock Exchange and the London Stock Exchange. The Nominating & Governance Committees may consider candidates proposed by management, but are not required to do so. Other than the foregoing, there are no stated minimum criteria for Director nominees.

The Nominating & Governance Committees identify nominees by first evaluating the current members of the Boards willing to continue in service. As part of director succession planning, current members of the Boards with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Boards with that of obtaining a new perspective. If any member of the Boards does not wish to continue in service or if the Nominating & Governance Committees or the Boards decide not to re-nominate a member for re-election, the Nominating & Governance Committees identify the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nominating & Governance Committees and the Boards are polled for suggestions as to individuals meeting the criteria of the Nominating & Governance Committees. Helen Deeble was identified as a potential board member by an independent board member. The Nominating & Governance Committees engage a third party search firm to identify and attract potential nominees.

2017 Nominees for Election or Re-Election to the Boards

The DLC arrangement requires the Boards of Carnival Corporation and Carnival plc to be identical. Shareholders are required to approve the election or re-election of Directors to each Board. There are ten nominees for election or re-election to each Board of Directors. Each nominee currently serves as a Director of both companies. All nominees for Director are to be elected or re-elected to serve until the next Annual Meeting and until their successors are elected.

With respect to each Board nominee set forth below, the information presented includes such person’s age, the year in which such person first became a Director, any other position held with Carnival

 

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Election or Re-Election of Directors

 

Corporation and Carnival plc, such person’s principal occupations during at least the past five years, any directorships held by such nominee in public or certain other companies over the past five years and the nominee’s qualifications, including particular areas of expertise, to serve as a Director.

The Nominating & Governance Committees conducted performance evaluations on the members of our Boards of Directors serving during fiscal 2016 and reported the results to the Boards. The Boards determined that each nominee was an effective and committed member of the Boards and the Board Committees on which each serves. In addition, in January 2016, the Nominating & Governance Committees engaged a third-party governance expert to perform an assessment of the effectiveness of the Boards during 2016. The third-party governance expert interviewed each Director and members of senior management who interact substantially with the Boards, reviewed the results of the assessment with the Senior Independent Director, and then organized and summarized the assessment for discussion with the full Boards.

Accordingly, the Boards of Directors unanimously recommend a vote FOR the election or re-election of each of the following Director nominees:

 

 

Micky Arison

 

 

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Carnival Corporation Director since 1987

 

Carnival plc Director since 2003

 

Age: 67

 

  

Mr. Arison has been Chairman of the Board of Directors of Carnival Corporation since 1990. He has been Chairman of the Board of Directors of Carnival plc since 2003. He was Chief Executive Officer of Carnival Corporation (formerly known as Carnival Cruise Lines) from 1979 to 2013 and was Chief Executive Officer of Carnival plc from 2003 to 2013.

 

Board Committees: Executive

 

Other Public Company Boards: None

 

Qualifications:

Mr. Arison’s qualifications to serve on the Boards include his decades of leadership experience with Carnival Corporation & plc, as well as in-depth knowledge of our business, our history and the cruise industry, all gained through more than 45 years of service with our companies.

 

 

Sir Jonathon Band

 

 

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Carnival Corporation Director since 2010

 

Carnival plc Director since 2010

 

Age: 67

 

  

Sir Jonathon has been a Director of Carnival Corporation and Carnival plc since 2010. He served in the British Navy from 1967 until his retirement in 2009, having served as First Sea Lord and Chief of Naval Staff, the most senior officer position in the British Navy, until 2009. He was a Director of Lockheed Martin UK Limited from 2010 to 2015.

 

Board Committees: HESS

 

Other Public Company Boards: None

 

Qualifications:

Sir Jonathon’s qualifications to serve on the Boards include his extensive experience in maritime and security matters gained through his 42 years of service with the British Navy. He also brings an international perspective of company and industry matters.

 

 

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GOVERNANCE

Election or Re-Election of Directors

 

 

Helen Deeble

 

 

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Carnival Corporation Director since July 2016

 

Carnival plc Director since July 2016

 

Age: 55

  

Ms. Deeble has been the Chief Executive Officer of P&O Ferries Division Holdings Ltd., a pan-European shipping and logistics business, since 2006. She is also a Non-Executive Director of the Port of London Authority, The Standard Club Ltd. and the UK Chamber of Shipping.

 

Board Committees: HESS

 

Other Public Company Boards: None

 

Qualifications:

Ms. Deeble’s qualifications to serve on the Boards include her more than 30 years’ experience in retail, transport, logistics and leisure sectors in finance and general management roles. She is also a UK Chartered Accountant.

 

 

 

Arnold W. Donald

 

 

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Carnival Corporation Director since 2001

 

Carnival plc Director since 2003

 

Age: 62

  

Mr. Donald has been President and Chief Executive Officer of Carnival Corporation & plc since 2013. He was President and Chief Executive Officer of The Executive Leadership Council, a professional network of African-American executives of major U.S. companies, from 2010 to 2012. He previously served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from 2006 to 2008. From 2000 to 2005, Mr. Donald was the Chairman of the Board of Merisant Company, a manufacturer and marketer of tabletop sweetener products, including the Equal® and Canderel® brands. From 2000 to 2003, he was also the Chief Executive Officer of Merisant Company. From 1998 to 2000, he was Senior Vice-President of Monsanto Company, a company which develops agricultural products and consumer goods, and President of its nutrition and consumer sector. Prior to that he was President of Monsanto Company’s agricultural sector. He previously served as a Director of Oil-Dri Corporation of America from 1997 to 2013 and The Laclede Group, Inc. from 2003 to 2014.

 

Board Committees: Executive

 

Other Public Company Boards: Bank of America Corporation (since 2013); and Crown Holdings, Inc. (since 1999)

 

Qualifications:

Mr. Donald’s qualifications to serve on the Boards include his broad leadership and other executive skills gained through his prior executive leadership experience with a Fortune-100 science-based research and development, manufacturing and marketing company, a privately held company with global operations, and as head of a large international research-based not-for-profit corporation. He also has broad experience in corporate governance, having served as a Director, past and present, of a number of other publicly-traded companies.

 

 

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GOVERNANCE

Election or Re-Election of Directors

 

 

Richard J. Glasier

 

 

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Carnival Corporation Director since 2004

 

Carnival plc Director since 2004

 

Age: 71

  

Mr. Glasier was President of Argosy Gaming Company, an owner and operator of casinos, from 2002 to 2005, and its Chief Executive Officer from 2003 until 2005. From 1995 to 2002, Mr. Glasier was Executive Vice President and Chief Financial Officer of Royal Caribbean Cruises Ltd.

 

Board Committees: Audit (Chair), Compensation and Nominating & Governance

 

Other Public Company Boards: None

 

Qualifications:

Mr. Glasier’s qualifications to serve on the Boards include significant cruise industry experience as a senior financial officer of a major cruise line, as well as his managerial and corporate governance expertise acquired as the Chief Executive Officer of a New York Stock Exchange-listed operator of hotels and casinos, and as a Director of other public companies.

 

 

 

Debra Kelly-Ennis

 

 

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Carnival Corporation Director since 2012

 

Carnival plc Director since 2012

 

Age: 60

  

Ms. Kelly-Ennis was President and Chief Executive Officer of Diageo Canada, Inc., a subsidiary of Diageo plc, a global spirits, wine and beer company, from 2008 to 2012. From 2005 to 2008, she was Chief Marketing Officer for Diageo North America Inc., another subsidiary of Diageo plc. Ms. Kelly-Ennis has also held marketing, sales and general management positions with leading companies such as RJR/Nabisco, Inc., The Coca-Cola Company, General Motors Corporation and Grand Metropolitan PLC. She has been honored as one of the Top 100 Most Powerful Women in Canada in 2012, 2011, 2010 and 2009 and was named Leading Chief Executive Officer in 2010 by the Toronto Human Resources Professional Association. She served as a Director of Hertz Global Holdings, Inc. from 2013 to 2015 and Pulte Group, Inc. from 1997 to 2016.

 

Board Committees: HESS

 

Other Public Company Boards: Altria Group, Inc. (since 2013)

 

Qualifications:

Ms. Kelly-Ennis’s qualifications to serve on the Boards include her extensive marketing and practical managerial experience gained through 30 years of working with consumer brand corporations, as well as many years of public company board experience.

 

 

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GOVERNANCE

Election or Re-Election of Directors

 

 

Sir John Parker

 

 

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Carnival Corporation Director since 2003

 

Carnival plc Director since 2000

 

Age: 74

  

Sir John was the Non-Executive Chairman of National Grid plc from 2002 until 2012. From 2007 to 2009, he served as Non-Executive Chairman of Mondi plc. He was formerly Senior Non-Executive Director of the Court of the Bank of England, a Non-Executive Director of GKN plc, Brambles Industries plc, BG Group plc, and DP World Limited. He was Chairman of Babcock International Group plc, RMC Group plc and P&O Group plc, a President of the Royal Institution of Naval Architects, a member of the Prime Minister’s Business Council for Britain and Chancellor of the University of Southampton. He was President of the Royal Academy of Engineering from 2011 until 2014. Sir John has been a member of the General Committee of Lloyds Register of Shipping since 1983 and was Chairman of its Technical Committee from 1993 until 2002.

 

Board Committees: HESS (Chair) and Nominating & Governance

 

Other Public Company Boards: Airbus Group NV (since 2007); Anglo American plc (since 2009); and Pennon Group plc (since 2015)

 

Qualifications:

Sir John’s qualifications to serve on the Boards include his extensive international background and wealth of corporate experience. His past and present service as a Non-Executive Director of a number of listed UK companies provides the Boards with invaluable knowledge and insight with respect to UK corporate governance policies and practices. In addition, Sir John, as a qualified naval architect and former head of a major shipbuilding company, is very experienced in the design, construction and operation of ships.

 

 

 

Stuart Subotnick

 

 

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Carnival Corporation Director since 1987

 

Carnival plc Director since 2003

 

Age: 75

 

  

Mr. Subotnick has been President and Chief Executive Officer of Metromedia Company, a privately held diversified Delaware general partnership, since 2010, having previously served as its General Partner and Executive Vice President since 1986. He previously served as a Director of AboveNet, Inc. from 1997 to 2012.

 

Board Committees: Audit, Executive and Nominating & Governance (Chair)

 

Other Public Company Boards: None

 

Qualifications:

Mr. Subotnick’s qualifications to serve on the Boards include his significant experience in financing, investing and general business matters, as well as his past experience with us, which are important to the Boards when reviewing our investor relations, assessing potential financings and strategies, and otherwise evaluating our business decisions.

 

 

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Election or Re-Election of Directors

 

 

Laura Weil

 

 

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Carnival Corporation Director since 2007

 

Carnival plc Director since 2007

 

Age: 60

  

Ms. Weil is the Founder and has been the Managing Partner of Village Lane Advisory LLC, which specializes in providing executive and strategic consulting services to retailers as well as private equity firms, since May 2015. She was the Executive Vice President and Chief Operating Officer of New York & Company, Inc., a women’s apparel and accessories retailer, from 2012 to 2014, having served as an Executive Consultant since 2012. Ms. Weil was the Chief Executive Officer of Ashley Stewart LLC, a privately held retailer, from 2010 to 2011. Ms. Weil was the Chief Executive Officer of Urban Brands, Inc., a privately held apparel retailer, from 2009 to 2010. Urban Brands, Inc. filed for Chapter 11 bankruptcy protection in 2010. Ashley Stewart LLC, the retail chain operated by Urban Brands, Inc., emerged from bankruptcy in 2010. Ms. Weil was the Chief Operating Officer and Senior Executive Vice President of AnnTaylor Stores Corporation, a women’s apparel company, from 2005 to 2006. From 1995 to 2005, she was the Chief Financial Officer and Executive Vice President of American Eagle Outfitters, Inc., a clothing retailer.

 

Board Committees: Audit and Compensation

 

Other Public Company Boards: Christopher & Banks Corporation (since 2016)

 

Qualifications:

Ms. Weil’s qualifications to serve on the Boards include her extensive financial, information technology and operating skills developed over many years as an investment banker and senior financial operating executive. Ms. Weil also brings significant experience in global e-commerce and consumer strategies from her leadership experience with a multi-billion dollar New York Stock Exchange-listed retailer.

 

 

Randall J. Weisenburger

 

 

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Carnival Corporation Director since 2009

 

Carnival plc Director since 2009

 

Age: 58

 

  

Mr. Weisenburger has been the Managing Member of Mile26 Capital LLC, a private investment firm, since October 2015. He was the Executive Vice President and Chief Financial Officer of Omnicom Group Inc., a Fortune-250 global advertising, marketing and corporate communications company, from 1998 to 2014.

 

Board Committees: Audit; Compensation (Chair) and Nominating & Governance

 

Other Public Company Boards: Valero Energy Corporation (since 2011)

 

Qualifications:

Mr. Weisenburger’s qualifications to serve on the Boards include his broad leadership and operational skills gained as a senior executive of a large multi-national corporation and his extensive financial and accounting skills acquired as an investment banker and senior financial operating executive.

 

 

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GOVERNANCE

Board and Committee Governance

 

BOARD AND COMMITTEE GOVERNANCE

 

Board Meetings

During the year ended November 30, 2016, the Board of Directors of each of Carnival Corporation and Carnival plc held a total of seven meetings. Each Carnival Corporation Director and each Carnival plc Director attended either telephonically or in person at least 75% of all Carnival Corporation & plc Board of Directors and applicable Board Committee meetings held during the period that he or she served.

Our Corporate Governance Guidelines provide that our Non-Executive Directors, all of whom are currently independent, will meet privately in executive session at least quarterly. Our Non-Executive Directors, acting in executive session, elected Mr. Subotnick as the Presiding Director to preside at these meetings. Mr. Subotnick also acts as the Senior Independent Director under the UK Corporate Governance Code.

All Board members are expected to attend our Annual Meetings of Shareholders. At the 2016 Annual Meetings, all incumbent Board members of each company were in attendance.

Board Committees

The Boards delegate various responsibilities and authority to different Board Committees. The Board Committees regularly report on their activities and actions to the full Boards. The Board of Directors of each of Carnival Corporation and Carnival plc has established standing Committees, which are each comprised of the same Directors for each company, as follows:

 

 

Audit

 

Compensation

 

Executive

 

Health, Environmental, Safety & Security (“HESS”)

 

Nominating & Governance

Each Board Committee periodically reviews its charter in light of new developments in applicable regulations and may make additional recommendations to the Boards to reflect evolving best practices. Each Board Committee can engage outside experts, advisors, and counsel to assist the Committee in its work.

The current Board Committee members are as follows:

 

    Board Committees
  Name        Audit       Compensation   Executive       HESS        Nominating  &
Governance

  Micky Arison

      Chair    

  Sir Jonathon Band

        X  

  Helen Deeble

        X  

  Arnold W. Donald

      X    

  Richard J. Glasier

  Chair   X       X

  Debra Kelly-Ennis

        X  

  Sir John Parker

        Chair   X

  Stuart Subotnick

  X     X     Chair

  Laura Weil

  X   X      

  Randall J. Weisenburger

  X   Chair       X

  Number of Board Committee meetings in fiscal 2016

  11   4   0   6   4

 

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Board and Committee Governance

 

Audit Committees. The Audit Committees assist the Boards in their general oversight of our financial reporting, internal controls and audit functions, and are responsible for the appointment, retention, compensation, and oversight of the work of our independent auditors and our independent registered certified public accounting firm. The Board of Directors of Carnival Corporation has determined that each member of the Audit Committees is both “independent” and an “audit committee financial expert,” as defined by SEC rules. In addition, the Board of Directors of Carnival plc has determined that each member of the Audit Committees has “recent and relevant financial experience” for the purposes of the UK Corporate Governance Code. The Boards determined that each member of the Audit Committees has sufficient knowledge in reading and understanding the company’s financial statements to serve on the Audit Committees. The responsibilities and activities of the Audit Committees are described in detail in “Report of the Audit Committees” and the Audit Committees’ charter.

Compensation Committees. The Compensation Committees have authority for reviewing and determining salaries, performance-based incentives, and other matters related to the compensation of our executive officers, and administering our stock incentive plans, including reviewing and granting equity-based grants to our executive officers and other employees. The Compensation Committees also review and determine various other compensation policies and matters, including making recommendations to the Boards with respect to the compensation of the Non-Executive (non-employee) Directors, incentive compensation and equity-based plans generally, and administering the employee stock purchase plans. For more information on the responsibilities and activities of the Compensation Committees, including the Committees’ processes for determining executive compensation, see “Compensation Discussion and Analysis,” “Executive Compensation” and the Compensation Committees’ charter.

Executive Committees. The Executive Committees may exercise the authority of the full Boards between meetings of the Boards, except to the extent that the Boards have delegated authority to another Committee or to other persons, and except as limited by applicable law.

HESS Committees. The HESS Committees review and recommend policies relative to the protection of the environment and the health, safety and security of employees, contractors, guests and the public. The HESS Committees also supervise and monitor health, environmental, safety, security and sustainability policies and programs and review with management significant risks or exposures and actions required to minimize such risks. For more information on the responsibilities and activities of the HESS Committees, see the HESS Committees’ charter.

Nominating & Governance Committees. The Nominating & Governance Committees review and report to the Boards on a periodic basis with regard to matters of corporate governance, including succession planning. The Nominating & Governance Committees also review and assess the effectiveness of our Corporate Governance Guidelines, make recommendations to the Boards regarding proposed revisions to these guidelines, and make recommendations to the Boards regarding the size and composition of the Boards and their Committees. For more information on the responsibilities and activities of the Nominating & Governance Committees, see “Nominations of Directors,” “Procedures Regarding Director Candidates Recommended by Shareholders” and the Nominating & Governance Committees’ charter.

Additional information with respect to Carnival plc’s corporate governance practices during fiscal 2016 is included in the Carnival plc Corporate Governance Report attached to this Proxy Statement as Annex C.

Board and Committee Independence

A majority of the Directors of each company, all of our Non-Executive Directors and all of the members of the Audit Committees, Compensation Committees, HESS Committees and Nominating &

 

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Board and Committee Governance

 

Governance Committees of each company are independent (as defined by the listing standards of the New York Stock Exchange, SEC rules and the UK Corporate Governance Code). In addition, all members of the Audit Committees and Compensation Committees meet the heightened independence criteria applicable to Directors serving on those Committees under SEC rules and New York Stock Exchange listing standards.

Risk Oversight

The Boards of Directors have overall responsibility for the Carnival Corporation & plc Enterprise Risk Management Program, which is designed to support the Boards by providing insights related to risk identification and mitigation.

Our Boards use their Committees to assist in their risk oversight function as follows:

 

 

Our Audit Committees are responsible for oversight of our financial and non-HESS controls and compliance activities. The Audit Committees also oversee management’s processes to identify and quantify the material risks facing Carnival Corporation & plc. In connection with its risk oversight role, the Audit Committees regularly meet privately with representatives from our independent registered certified public accounting firm, the Chief Audit Officer and the General Counsel.

 

Our Compensation Committees are responsible for oversight of risk associated with our executive compensation structure, policies and programs.

 

Our HESS Committees are responsible for oversight of risk associated with the health, environment, safety and security of employees, contractors, guests and the public.

 

Our Nominating & Governance Committees are responsible for oversight of risk associated with Board processes and corporate governance, including succession planning.

Each Committee Chairperson presents on its area of risk oversight to the full Boards for review.

Discussions with the Boards regarding the Carnival Corporation & plc strategic plan, consolidated business results, capital structure, and other business-related activities include a discussion of the risks associated with the particular item under consideration. This oversight includes briefings by management, review of audit results and corrective actions, and results of risk assessment and risk monitoring activities.

The Boards believe that the structure and assigned responsibilities provides the appropriate focus, oversight and communication of principal risks faced by our companies.

Compensation Risk Assessment

In 2011, Carnival Corporation & plc’s management, in conjunction with the Compensation Committees’ independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), conducted a thorough review of our compensation programs, including those programs in which our Named Executive Officers participate, to determine if aspects of those programs contribute to excessive risk-taking. Based on the findings from this review and the annual reassessment, the Compensation Committees continue to believe that our compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on Carnival Corporation & plc.

To reach this conclusion, key elements of our compensation programs were assessed to determine if they exhibited excessive risk. These elements included pay mix (cash vs. equity) and pay structure (short vs. long-term focus), performance metrics, performance goals and ranges, the degree of leverage, incentive maximums, payment timing, incentive adjustments, use of discretion and stock ownership requirements. Our assessment reinforced the Compensation Committees’ belief that our

 

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compensation programs are not contributing to excessive risk-taking, but instead contain many features and elements that help to mitigate risk. For example:

 

 

Pay Structure: Our compensation programs emphasize both short- and long-term performance through our annual bonus program (delivered in cash) and through the delivery of long-term incentives (equity) in a balanced approach (approximately 50% through base salary and bonus and 50% in long-term equity grants). The mix of our pay program is intended to motivate management to consider the impact of decisions on shareholders in the short, intermediate and long-term.

 

Incentive Limits: Our annual bonus plans do not allow for unlimited payouts. Bonus awards cannot exceed 200% of target levels. The performance-based share grants made in 2016 limit the payouts to 200% of target, inclusive of the impact of the total shareholder return (“TSR”) modifier, if applicable.

 

Performance-Based Share Grants: To strengthen the relationship between pay and performance, all of our equity grants to senior executives for fiscal 2016 service have been in the form of performance-based share grants.

 

Performance Measurement: For corporate officers, the performance measurement used when determining their annual bonus is based on the performance of Carnival Corporation & plc. For officers of our operating units, the performance measurements used when determining their bonus is based 50% on the performance of their operating unit, with the remaining balance being based on the performance of Carnival Corporation & plc to enable a continued focus on the overall success of Carnival Corporation & plc.

 

Stock Ownership Guidelines: All of our senior executives who are designated as reporting officers under Section 16 of the Exchange Act, including our Named Executive Officers, are subject to a Stock Ownership Policy which specifies target ownership levels of Carnival Corporation and Carnival plc shares for these officers in terms of the value of the equity holdings (including unvested restricted shares and restricted stock units (“RSUs”)) as a multiple of each of these officer’s base salary. The Stock Ownership Policy requires that these officers retain at least 50% of the share awards received after deducting withholding taxes, until their target ownership level is achieved.

 

Clawback Policy: The Carnival Corporation 2011 Stock Plan (which was approved by shareholders in 2011) and the Carnival plc 2014 Employee Share Plan (which was approved by shareholders in 2014) contain a clawback policy, which authorizes us to recover incentive-based compensation granted under those plans in the event Carnival Corporation & plc is required to restate its financial statements due to fraud or misconduct. Beginning in 2014, the incentive plans used to determine annual bonuses include a clawback policy.

Corporate Governance Guidelines

Our Corporate Governance Guidelines address various governance issues and principles, including Director qualifications and responsibilities, access to management personnel, Director compensation, Director orientation and continuing education and annual performance evaluations of the Boards and Directors. Our Corporate Governance Guidelines are posted on our website at www.carnivalcorp.com and www.carnivalplc.com.

Chief Executive Officer Succession Planning

Our Boards believe that planning for the succession of our Chief Executive Officer is an important function. Our multi-brand structure enhances our succession planning process. At the corporate level, a highly-skilled management team oversees a collection of cruise brands. At both the corporate and

 

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brand levels, we continually strive to foster the professional development of senior management. As a result, Carnival Corporation & plc has developed a very experienced and strong group of leaders, with their performance subject to ongoing monitoring and evaluation, as potential successors to all of our senior executive positions, including our Chief Executive Officer.

The Boards and the Nominating & Governance Committees are responsible for succession planning, including emergency succession planning. The independent Non-Executive directors meet with the Chairman and the Chief Executive Officer (both together and individually) at least quarterly to plan for the succession of the Chief Executive Officer, including plans in the event of an emergency. During those sessions, each of the Chairman and the Chief Executive Officer discusses his recommendations of potential successors, along with an evaluation and review of any development plans for such individuals. As provided in our Corporate Governance Guidelines, the Nominating & Governance Committees will, when appropriate, make recommendations to the Boards with respect to potential successors to the Chief Executive Officer. All members of the Boards will work with the Nominating & Governance Committees to see that qualified candidates are available and that development plans are being utilized to strengthen the skills and qualifications of the candidates. When assessing the qualifications of potential successors to the Chief Executive Officer, the Boards and the Nominating & Governance Committees will take into account our business strategy as well as any other criteria they believe are relevant.

Procedures Regarding Director Candidates Recommended by Shareholders

The Nominating & Governance Committees will also consider shareholder recommendations of qualified director nominees when such recommendations are submitted in accordance with the procedures below. In order to have a nominee considered by the Nominating & Governance Committees for election at the 2018 Annual Meetings, a shareholder must provide the same information as is required for shareholders to submit Director nominations under the advance notice provision set forth in Carnival Corporation’s by-laws. Specifically, any such recommendation must include, in addition to any other requirements specifically set forth in Carnival Corporation’s and Carnival plc’s governing documents:

 

 

the name and address of the candidate;

 

a brief biographical description, including his or her occupation and service on Boards of Directors of any public company or registered investment company for at least the last five years;

 

a statement of the particular experience, qualifications, attributes or skills of the candidate, taking into account the qualification requirements set forth above; and

 

the candidate’s signed consent to serve as a Director if elected and to be named in the Proxy Statement.

Once we receive the recommendation, we may deliver to the candidate a questionnaire that requests additional information about the candidate’s independence, qualifications and other matters that would assist the Nominating & Governance Committees in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our Proxy Statement or other regulatory filings, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Nominating & Governance Committees. For our 2018 Annual Meetings of Shareholders, the Nominating & Governance Committees will consider recommendations received by our Secretary at our headquarters no later than October 27, 2017.

Communications between Shareholders or Interested Parties and the Boards

Shareholders or interested parties who wish to communicate with the Boards, the Presiding Director, the Non-Executive Directors as a group or any individual Director should address their communications

 

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to the attention of the Secretary of Carnival Corporation and Carnival plc at 3655 N.W. 87th Avenue, Miami, Florida 33178. The Secretary will maintain a log of all such communications, promptly forward to the Presiding Director those which the Secretary believes require immediate attention, and also periodically provide the Presiding Director with a summary of all such communications and any responsive actions taken. The Presiding Director will notify the Boards or the Chairs of the relevant Board Committees as to those matters that he believes are appropriate for further action or discussion.

Code of Business Conduct and Ethics

Carnival Corporation and Carnival plc’s Code of Business Conduct and Ethics applies to all employees and members of the Boards of Carnival Corporation and Carnival plc and provides guiding principles on areas such as identifying and resolving conflicts of interest. Our Code of Business Conduct and Ethics is posted on our website at www.carnivalcorp.com and www.carnivalplc.com. The Code of Business Conduct and Ethics may be amended periodically to remain in line with best practices.

DIRECTOR COMPENSATION

 

During fiscal 2016, our Non-Executive Directors were entitled to receive an annual retainer of $110,000 per year, equity compensation, as further described below, and reimbursement for travel, meals and accommodation expenses attendant to their Board membership. We do not provide retirement benefits or other benefits to our Non-Executive Directors. We reimburse Directors for travel expenses incurred for spouses or partners when we request that they attend a special event. Any amount reimbursed for spousal or partner travel is reported below in the “Director Compensation for Fiscal 2016” table. For fiscal 2016, the Presiding Director received an additional retainer of $25,000 per annum. In addition, Non-Executive Directors receive additional compensation for serving as Chairperson of a Board Committee. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.

During fiscal 2016, the retainer for the Chairperson of Board Committees were as follows:

 

Board Committee    Chairperson
Retainer
 

Audit Committees

   $ 30,000   

Compensation Committees

   $ 30,000   

Executive Committees

       

HESS Committees

   $ 30,000   

Nominating & Governance Committees

   $ 15,000   

The Boards of Directors are committed to attracting and retaining a highly diverse, experienced and capable group of Non-Executive Directors. To that end, the compensation program for the Non-Executive Directors is evaluated annually by the Compensation Committees to ensure it is competitive.

Non-Executive Directors receive payment of their earned retainer in quarterly installments. Annual retainers are pro-rated so that adjustments can be made during the year. Unearned portions of cash retainers are forfeited upon termination of service.

Non-Executive Directors receive annual restricted share grants under the Carnival Corporation 2011 Stock Plan. In April 2016, the Non-Executive Directors received grants with a dollar value equal to approximately $160,000. As a result, a grant of 3,102 Carnival Corporation restricted shares was made to each Non-Executive Director re-elected on April 14, 2016 based on the closing price of a share on the date re-elected of $51.57.

 

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Grants under the Carnival Corporation 2011 Stock Plan are released from restriction on the third anniversary of the grant date (and are not forfeitable provided the Director has served at least a full year). Grants of restricted shares have the same rights with respect to dividends and other distributions as all other outstanding shares of Carnival Corporation common stock. Generally, Non-Executive Directors will receive their annual grants initially upon their election to the Boards and subsequently at the time of their annual re-election to the Boards.

Director Compensation for Fiscal 2016

The following table details the total compensation earned by our Directors in fiscal 2016, other than Mr. Donald who is a Named Executive Officer. Mr. Donald’s compensation is reflected in the section entitled “Summary Compensation Table,” which follows the Compensation Discussion and Analysis. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.

 

Name    Fees  Earned or
Paid in Cash
(1)
($)
   Stock
Awards
(2)(3)
($)
   All Other
Compensation
(4)
($)
   Total
($)

Micky Arison(5)

       1,000,000                   97,161          1,097,161    

Sir Jonathon Band

       110,000 (6)        159,970          11,232          281,202    

Helen Deeble(7)

       27,500                            27,500    

Richard J. Glasier

       140,000          159,970          3,314          303,284    

Debra Kelly-Ennis

       110,000          159,970          3,768          273,738    

Sir John Parker

       140,000          159,970          3,976          303,946    

Stuart Subotnick

       150,000          159,970                   309,970    

Laura Weil

       110,000          159,970                   269,970    

Randall J. Weisenburger

       140,000          159,970                   299,970    

 

(1)

Refer to the table above describing the Chairperson of the Board Committees.

(2)

No stock option grants were made in fiscal 2016. Represents the grant date fair value, assuming no risk of forfeiture of the grants of Carnival Corporation restricted shares granted in fiscal 2016, calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”). In April 2016, each of the Non-Executive Directors received a grant of 3,102 restricted shares based on the closing price of a share on April 14, 2016, the date they were re-elected, of $51.57. The restricted shares granted in 2016 vest on the third anniversary of the grant date. The restricted shares granted to Non- Executive Directors also vest in full upon the death or disability of the Director, and continue to vest in accordance with the original vesting schedule and are not forfeited if a Director ceases to be a Director for any other reason after having served as a Director for at least one year. All of the Directors who received grants served for all of fiscal 2016, with the exception of Ms. Deeble who was appointed in July 2016.

(3)

The aggregate number of Carnival Corporation and Carnival plc restricted shares outstanding at November 30, 2016 are as follows:

 

  Name    Unvested  Restricted  
Shares
 

  Sir Jonathon Band

     9,686   

  Helen Deeble

     0   

  Richard J. Glasier

     9,686   

  Debra Kelly-Ennis

     9,686   

  Sir John Parker

     9,686   

  Stuart Subotnick

     9,686   

  Laura Weil

     9,686   

  Randall J. Weisenburger

     9,686   

 

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(4)

Benefits provided to Mr. Arison include private medical health insurance costs ($42,648), driver and security ($30,026), automobile lease ($12,114) and the following other benefits: accidental death or dismemberment insurance premiums, disability insurance premiums, life insurance premiums, automobile repairs and expenses, the opportunity to travel on Carnival Corporation & plc cruise lines for reduced fares and travel and entertainment expenses ($12,373). For the Non-Executive Directors, represents reimbursement of expenses associated with spousal or partner travel and tax gross-ups for that travel.

(5)

Represents compensation for Mr. Arison’s service as Executive Chairman.

(6)

Exclusive of value-added tax.

(7)

Ms. Debble was appointed to the Boards in July 2016.

The following policies also apply to our Non-Executive Directors:

 

 

Stock Ownership Policy. The stock ownership policy for Non-Executive Directors provides that all Non-Executive Directors are required to own shares (inclusive of unvested restricted shares, RSUs and shares in a trust beneficially owned by the Director) of either Carnival Corporation common stock or Carnival plc ordinary shares with a value equal to four times the cash retainer. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. Each of the Non-Executive Directors elected in 2016 has already achieved this Board-mandated requirement.

 

Product Familiarization. All Non-Executive Directors are encouraged to take a cruise for up to 14 days per year for product familiarization and pay a fare of $35 per day for such cruises. In addition, guests traveling with the Non-Executive Director in the same stateroom are charged a fare of $35 per day. All other charges associated with the cruise (e.g., air fares, fuel supplements, fees, taxes and other charges, gratuities, ground transfers and tours) are the responsibility of the Non-Executive Director.

Carnival plc

Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal 2016 for Non-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement.

DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS

 

Independence of Board Members

The Boards of Directors have determined that each of the following Directors is an “independent director” in accordance with the corporate governance rules of the New York Stock Exchange as a result of having no material relationship with Carnival Corporation & plc other than (1) serving as a Director and Board Committee member, (2) receiving related fees as disclosed in this Proxy Statement and (3) having beneficial ownership of Carnival Corporation and/or Carnival plc securities as disclosed in the section of this Proxy Statement entitled “Share Ownership of Certain Beneficial Owners and Management”: Sir Jonathon Band, Helen Deeble, Richard J. Glasier, Debra Kelly-Ennis, Sir John Parker, Stuart Subotnick, Laura Weil and Randall J. Weisenburger.

Review and Approval of Transactions with Related Persons

Consistent with our written policies and procedures, it is our practice to review all relationships and transactions in which Carnival Corporation & plc and our Directors, nominees and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Our Legal and Global Accounting and Reporting Services Departments are primarily responsible for the development and implementation of processes and controls to obtain

 

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information from the Directors, nominees and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions in which the amount involved exceeds $120,000 in which Carnival Corporation & plc was or is to be a participant and a related person had or will have a direct or indirect material interest are disclosed in our Proxy Statement. In addition, in accordance with our Schedule of Matters Reserved to the Boards and their Committees for their Decision, the Boards review and approve or ratify any related person transaction involving (1) a Director, regardless of the amount and (2) a Non-Director Executive Officer with an aggregate value in excess of $50,000.

In the course of its review and approval or ratification of a related person transaction, the Boards may consider factors as follows:

 

 

the nature of the related person’s interest in the transaction;

 

the material terms of the transaction, including, without limitation, the amount and type of transaction;

 

the importance of the transaction to the related person;

 

the importance of the transaction to Carnival Corporation & plc;

 

whether the transaction would impair the judgment of a Director or executive officer to act in our best interest; and

 

any other matters the Boards deem appropriate.

Any member of the Boards who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such Director may be counted in determining the presence of a quorum at a meeting of the Board that considers the transaction.

Transactions with Related Persons

Transactions with Micky Arison. Micky Arison, our Chairman, is also the Chairman, President and the indirect sole shareholder of FBA II, Inc., the general partner of Miami Heat Limited Partnership (“MHLP”), the owner of the Miami Heat, a professional basketball team. He is also the indirect shareholder of Basketball Properties, Inc., the general partner of Basketball Properties, Ltd. (“BPL”), the manager and operator of the American Airlines Arena. Pursuant to a three-year advertising and promotion agreement between Carnival Cruise Line, MHLP and BPL, Carnival Cruise Line paid $507,500 during fiscal 2016. Carnival Cruise Line also paid $40,000 during fiscal 2016 for in-game promotions to publicize Carnival Cruise Line during Miami Heat games.

In August 2015, Carnival Corporation entered into the following agreements: (i) a nonexclusive Aircraft Lease Agreement with an owner trustee under a trust agreement with AD Astra I, LLC (the “Lease Agreement”) and (ii) a Services Agreement with AFO, LLC (the “Services Agreement” and together with the Services Agreement, the “Aircraft Agreements”). Both AD Astra I, LLC and AFO, LLC are companies directly or indirectly controlled by a trust of which Mr. Arison is a beneficiary.

Under the terms of the Lease Agreement, Carnival Corporation leases an aircraft owned by AD Astra I, LLC for additional flight capacity from time-to-time in exchange for an hourly rent of $4,500 plus applicable taxes, which is based on market charter rates for similar aircraft as adjusted for costs of operations borne by Carnival Corporation (i.e., fuel, crew costs and line maintenance during its operation of the aircraft) and hourly service plan expenses.

Under the terms of the Service Agreement, Carnival Corporation provides aircraft management services to AFO, LLC with respect to the aircraft, including overseeing its operation, maintenance, and

 

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staffing, and will be paid an annual fee of $216,000 (which is based on market rates for similar arrangements) (the “Service Fee”). In addition, Carnival Corporation will be reimbursed for operating, maintenance and personnel costs and related third party costs incurred in connection with the services (“Service Costs”). The terms of the Aircraft Agreements are one year and renew automatically for one-year periods, unless terminated sooner by either party upon 30 days’ written notice.

During fiscal 2016, Carnival Corporation paid AD Astra I, LLC $775,100 under the Lease Agreement, and AFO, LLC paid Carnival Corporation $216,000 for the Service Fee and reimbursed Carnival Corporation $1,877,600 for the Service Costs.

Registration Rights. Pursuant to a letter agreement (the “Trust Registration Rights Agreement”) dated July 11, 1989, Carnival Corporation granted to the Ted Arison Irrevocable Trust (the “Irrevocable Trust”) and the Arison Children’s Irrevocable Trust (the “Children’s Trust,” and together with the Irrevocable Trust, the “Trusts”) certain registration rights with respect to certain shares of Carnival Corporation common stock held for investment by the Trusts (the “Shares”). The beneficiaries of the Trusts included the children of Ted Arison, including Micky Arison, our Chairman, and Shari Arison. Effective December 26, 1991, the Children’s Trust was divided into three separate continued trusts, including continued trusts for Micky Arison, Shari Arison and Michael Arison.

Under the Trust Registration Rights Agreement, Carnival Corporation has granted the Trusts demand and piggyback registration rights. Carnival Corporation is not required to effect any demand registration unless all of the Shares owned by either of the Trusts are included in the demand. Carnival Corporation has agreed to bear all expenses relating to such demand and piggyback registrations, except for fees and disbursements of counsel for the Trusts, selling costs, underwriting discounts and applicable filing fees.

Under a registration rights agreement dated June 14, 1991, as amended by an amendment dated July 31, 1991 and a succession agreement dated May 28, 2002 (together, the “Arison Registration Rights Agreement”), Carnival Corporation granted certain registration rights to Ted Arison with respect to certain shares of common stock beneficially owned by him (the “Arison Shares”) in consideration for $10,000. The registration rights were held by the Estate of Ted Arison. The Estate of Ted Arison subsequently transferred the Arison Shares to various trusts for the benefit of Ted Arison’s children (collectively, the “Family Trusts”). The Arison Registration Rights Agreement provides the Family Trusts and certain transferees with demand and piggyback registration rights. Carnival Corporation has agreed to bear all expenses relating to such demand and piggyback registrations, except for fees and disbursements of counsel for the Family Trusts, selling costs, underwriting discounts and applicable filing fees.

The Boards have reviewed and approved or ratified these transactions.

 

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SHARE OWNERSHIP

 

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Directors and Executive Officers

Set forth below is information concerning the share ownership of (1) each of our Directors, (2) each individual named in the “Summary Compensation Table” which appears elsewhere in this Proxy Statement and (3) all Directors and Executive Officers as a group, all as of January 19, 2017.

The number of shares beneficially owned by each entity, person, Director or Executive Officer is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual would have the right to acquire as of March 19, 2017 (being 60 days after January 19, 2017) through the vesting of RSUs.

 

Name and Address of

Beneficial Owners or

Identity of Group(1)

  Amount and Nature of
Beneficial Ownership of
Carnival Corporation
Shares and Trust Shares*
  Percentage of
Carnival
Corporation
Common Stock
  Amount and
Nature of
Beneficial
Ownership of
Carnival plc
Ordinary
Shares
 

Percentage of

Carnival plc
Ordinary
Shares

  Percentage  of 
Combined
Voting
Power**

Micky Arison

      126,136,034 (2)(3)       23.5 %       0         * **       17.4 %

Sir Jonathon Band

      17,931         * **       0         * **       * **

David Bernstein

      114,550 (4)       * **       0         * **       * **

Alan Buckelew

      202,637 (4)       * **       0         * **       * **

Helen Deeble

      0                 0                  

Arnold W. Donald

      580,164 (4)(5)       * **       0         * **       * **

Richard J. Glasier

      27,815         * **       0         * **       * **

Stein Kruse

      139,470 (4)       * **       4,008         * **       * **

Debra Kelly-Ennis

      18,210         * **       0         * **       * **

Sir John Parker

      39,993         * **       10,004 (6)       * **       * **

Stuart Subotnick

      40,828         * **       0         * **       * **

Michael Thamm

      0         * **       65,730 (4)       * **       * **

Laura Weil

      37,473         * **       0         * **       * **

Randall J. Weisenburger

      91,522         * **       0         * **       * **

All Directors and Executive Officers as a group (16 persons)

      127,520,985         23.8 %       87,407         * **       17.6 %
*

As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of the Cayman Islands. Trust shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation distributed such trust shares by way of a dividend to holders of shares of Carnival Corporation common stock. Under a pairing agreement, the trust shares of beneficial interest in the Trust are paired with, and evidenced by, certificates representing shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust share will be issued at the same time to such person. Each share of Carnival Corporation common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock and the trust shares (including the beneficial interest in the Carnival plc special voting share) are listed and trade together on the New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner of an equivalent number of trust shares.

 

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**

As a result of the DLC arrangement, on most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. Combined voting is accomplished through the special voting shares that have been issued by each company.

***

Less than one percent.

(1)

The address of each individual is 3655 N.W. 87 Avenue, Miami, Florida 33178.

(2)

Mr. Arison is a member of the Arison Group (defined below), which has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group. For information on the share ownership of other members of the Arison Group, see Principal Shareholders table below.

(3)

Includes (i) 4,934,166 shares of common stock held by the various Arison family trusts, (ii) 85,736,445 shares of common stock held by MA 1994 B Shares, L.P. and (iii) 35,465,423 shares of common stock held by the Artsfare 2005 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison. Mr. Arison does not have an economic interest in the shares of common stock held by Artsfare 2005 Trust No. 2.

(4)

Includes PBS grants scheduled to be released February 15, 2017. The Executive Officer will also receive additional shares at the time of vesting to take into account dividend reinvestment during the period.

(5)

Includes 14,556 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98.

(6)

Includes 7,000 shares held by Whitefoord Limited on behalf of GHM Trustees Limited, the trustee for Sir John Parker’s Fixed Unapproved Restricted Retirement Scheme.

Principal Owners

Set forth below is information concerning the share ownership of (1) all persons known by us to be the beneficial owners of more than 5% of the 535,835,649 shares of Carnival Corporation common stock and trust shares of beneficial interest in the P&O Princess Special Voting Trust outstanding as of January 19, 2017 and (2) all persons known by us to be the beneficial owners of more than 5% of the 216,038,487 ordinary shares of Carnival plc outstanding as of January 19, 2017, 26,016,594 of which are directly or indirectly owned by Carnival Corporation and have no voting rights.

Micky Arison, Chairman of the Board of each of Carnival Corporation and Carnival plc, certain other members of the Arison family and trusts for their benefit (collectively, the “Arison Group”), beneficially own shares representing approximately 24.2% of the voting power of Carnival Corporation and approximately 17.9% of the combined voting power of Carnival Corporation & plc and have informed us that they intend to cause all such shares to be voted in favor of Proposals 1 through 11 and 13 through 20, and in the case of Proposal 12, to recommend that the “say-on-pay” vote will occur every year. The table below begins with the ownership of the Arison Group.

 

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SHARE OWNERSHIP

Share Ownership of Certain Beneficial Owners and Management

 

 

Name and Address of Beneficial

Owners or Identity of Group(1)

  Amount and Nature of
Beneficial Ownership of
Carnival Corporation
Shares and Trust Shares*
    Percentage of
Carnival
Corporation
Common Stock
    Amount and
Nature of
Beneficial
Ownership of
Carnival plc
Ordinary
Shares
    Percentage  of
Carnival plc
Ordinary
Shares
    Percentage  of 
Combined
Voting
Power**
 

MA 1994 B Shares, L.P.

    85,736,445 (2)(3)      16.0     0        * **      11.8

MA 1994 B Shares, Inc.

    85,736,445 (2)(3)      16.0     0        * **      11.8

Artsfare 2005 Trust No. 2
c/o SunTrust Delaware Trust
Company 1011 Centre Road,
Suite 108
Wilmington, DE 19805

    35,465,423 (2)(5)(10)      6.6     0        * **      4.9

Verus Protector, LLC
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134

    35,465,423 (2)(4)      6.6     0        * **      4.9

Richard L. Kohan
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134

    126,138,034 (2)(5)(11)      23.5     0        * **      17.4

MBA I, L.P.
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805

    900,000 (2)(6)      * **      0        * **      * ** 

Artsfare 2003 Trust
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805

    2,115,507 (2)(6)(7)(12)      * **      0        * **      * ** 

TAMMS Management Corporation
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805

    32,439 (2)(7)(12)      * **      0        * **      * ** 

James M. Dubin
Madison Place Partners, LLC
One Madison Place
Harrison, NY 10528

    90,671,611 (2)(8)(10)      16.9     0        * **      12.5

JMD Delaware, LLC

    87,419,457 (2)(8)(10)      16.3     0        * **      12.0

Nickel 2015-94 B Trust
1313 North Market Street
Suite 5300
Wilmington, DE 19801

    85,736,445 (2)(3)      16.0     0        * **      11.8

SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805

    36,065,423 (2)(9)      6.7     0        * **      5.0

KLR, LLC
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134

    87,419,457 (2)(11)      16.3     0        * **      12.0

Northern Trust Corporation

    50 South LaSalle Street

    Chicago, IL 60603

    32,164,820 (13)      6.0     0        * **      4.4

BlackRock, Inc.
55 East 52nd Street
New York, NY 10022

    0        * **      18,015,964 (15)      9.4     2.5

*, ** and *** have the same meanings as indicated in the table above.

 

(1)

The address unless otherwise noted is 1201 North Market Street, Wilmington, DE 19899.

(2)

The Arison Group has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group.

(3)

MA 1994 B Shares, L.P. (“MA 1994, L.P.”) owns 85,736,445 shares of common stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. (“MA 1994, Inc.”), which is wholly-owned by the Nickel 2015-94 B Trust, a trust established for the benefit of Mr. Arison and members of his family (the “B Trust”). The sole limited partner of MA 1994, L.P. is the B Trust. Under the terms of the instrument governing the B Trust, Mr. Arison has the sole right to vote and direct the sale of the common stock indirectly held by the B Trust. By virtue of the limited partnership agreement of MA 1994, L.P., MA 1994, Inc. may be deemed to beneficially own all such 85,736,445 shares of common stock. By virtue of the B Trust being the sole stockholder of MA 1994, Inc., the B Trust may be deemed to beneficially own all such 85,736,445 shares of common stock.

 

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SHARE OWNERSHIP

Section 16(a) Beneficial Ownership Reporting Compliance

 

 

By virtue of Mr. Arison’s interest in the B Trust and the B Trust’s interest in MA 1994, L.P., Mr. Arison may be deemed to beneficially own all such 85,736,445 shares of common stock. The administrative trustee of the B Trust is the Northern Trust Company of Delaware.

(4)

Verus Protector, LLC is the protector of Artsfare 2005 Trust No. 2. Verus Protector, LLC has shared voting and dispositive power with respect to the shares of common stock held by Artsfare 2005 Trust No. 2.

(5)

By virtue of being the sole member of Verus Protector, LLC, the sole member of KLR, LLC and a trustee of various Arison family trusts, Mr. Richard L. Kohan may be deemed to own the aggregate of 126,136,034 shares of common stock beneficially owned by such entities , as to which he disclaims beneficial ownership. Mr. Kohan owns 1,000 shares of common stock directly and owns 1,000 shares of common stock indirectly by virtue of such shares owned by Mr. Kohan’s wife.

(6)

MBA I, L.P. (“MBA I”) owns 900,000 shares of common stock. The Artsfare 2003 Trust owns a controlling interest in MBA I; therefore, the Artsfare 2003 Trust is deemed to beneficially own all such 900,000 shares of common stock.

(7)

TAMMS Management Corporation (“TAMMS Corp.”) holds 32,439 shares of common stock. TAMMS Corp. is wholly-owned by the Artsfare 2003 Trust.

(8)

By virtue of being the sole member of JMD Delaware, LLC and trustee of various Arison family trusts, Mr. Dubin may be deemed to own the aggregate of 90,670,611 shares of common stock beneficially owned by such entities , as to which he disclaims beneficial ownership. Mr. Dubin owns 1,000 shares of common stock directly.

(9)

SunTrust Delaware Trust Company acts as trustee for the Artsfare 2005 Trust No. 2 and the Dozer Trust.

(10)

JMD Delaware, LLC is a Delaware limited liability company wholly owned by Mr. James Dubin. JMD Delaware, LLC acts as an investment and distribution advisor of various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.

(11)

KLR, LLC is a Delaware limited liability company wholly owned by Mr. Richard L. Kohan. KLR, LLC acts as an investment and distribution advisor for various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.

(12)

The Artsfare 2003 Trust owns a controlling interest in MBA 1 (see Note 6 above) and is the sole shareholder of TAMMS Corp., (see Note 7 above). By virtue of its controlling interest in MBA I, the Artsfare 2003 Trust is deemed to beneficially own 900,000 shares of common stock held directly by MBA I and by virtue of its ownership of TAMMS Corp., the Artsfare 2003 Trust is deemed to beneficially own 32,439 shares of common stock.

(13)

As reflected in a Schedule 13G filed on February 12, 2016, Northern Trust Company of Delaware reported sole voting power over 931,017 shares of common stock, shared voting power over 4,697,094 shares of common stock sole dispositive power over 3,331,498 shares of common stock and shared dispositive power over 30,952,247 shares of common stock.

(14)

Based on notifications to Carnival plc of interests of 3% or more in the voting rights of Carnival plc as required by the Disclosure Guidance and Transparency Rules sourcebook of the UK Listing Authority.

(15)

As reflected in separate Schedule 13G, filed on December 8, 2015 with the SEC. Blackrock, Inc. reported sole voting power over 16,100,355 shares of common stock and sole dispositive power over 18,015,964 shares of common stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Based upon a review of Forms 3, 4 and 5 and amendments thereto furnished to Carnival Corporation and Carnival plc during and with respect to their most recent fiscal year and upon written representations from persons known to us to be subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “reporting person”), all reporting persons filed on a timely basis reports required by Section 16(a) of the Exchange Act during and with respect to the year ended November 30, 2016.

 

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COMPENSATION

 

PROPOSAL 11

ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION

 

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and pursuant to Section 14A of the Exchange Act, our shareholders are being provided with the opportunity to cast an advisory (non-binding) vote to approve our executive compensation. We refer to this vote as the “say-on-pay” vote. Although this vote is advisory and is not binding on the Boards, the Compensation Committees will take into account the outcome of the vote when considering future executive compensation decisions.

The “say-on-pay” vote is required to be offered to our shareholders at least once every three years. In 2011, our shareholders recommended that we provide them with the opportunity to cast their “say-on-pay” vote each year and our Boards have accepted that recommendation. We are asking shareholders to again vote on the frequency of the “say-on-pay” vote in Proposal 12. If we maintain our current frequency, it is anticipated that the next “say-on-pay” vote will be at the 2018 Annual Meeting.

The Boards are committed to corporate governance best practices and recognize the significant interest of shareholders in executive compensation matters. The Compensation Committees seek to balance short-term and longer-term compensation opportunities to enable Carnival Corporation and Carnival plc to meet short-term objectives while continuing to produce value for their shareholders over the long-term. They also promote a compensation program designed to attract, motivate and retain key executives. As discussed in the Compensation Discussion and Analysis, the Compensation Committees believe that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our Named Executive Officers with those of our shareholders. For example:

 

 

Our compensation philosophy places more emphasis on variable elements of compensation (such as annual bonuses and equity-based compensation) than fixed remuneration.

 

In accordance with the Compensation Committees’ focus on long-term shareholder return, they approved performance-based share grants for our Named Executive Officers. The grants vest zero to 200% based upon the extent to which annual operating income, as adjusted for fuel price changes and foreign currency exchange rate impacts, for each of the three fiscal years in the 2016-2018 performance cycle and return on invested capital (“ROIC”) exceeds specified performance goals over the three-year performance cycle and as modified up or down by up to 10% at the end of the three-year performance cycle for Carnival Corporation’s TSR rank relative to the Peer Group (defined below).

 

To further promote long-term shareholder alignment, we require our Named Executive Officers to meet and maintain stock ownership requirements.

 

The Compensation Committees review the position of each element of total direct compensation relative to the competitive market, and use the range of total direct compensation levels in the competitive market to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by the competitive market to their named executive officers.

 

Carnival Corporation & plc does not offer U.S. executives excise tax gross-up protections.

We encourage you to read our Compensation Discussion and Analysis contained within this Proxy Statement for a more detailed discussion of our compensation policies and procedures.

 

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Advisory (Non-Binding) Vote on How Frequently Shareholders

Should Vote to Approve Compensation of the Named Executive Officers

 

Our shareholders have the opportunity to vote for or against, or to abstain from voting on, the following resolution:

“Resolved, that the shareholders approve the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).”

The above referenced disclosures appear at pages 37 to 71 of this Proxy Statement.

The Boards of Directors unanimously recommend a vote FOR approval of the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).

PROPOSAL 12

ADVISORY (NON-BINDING) VOTE ON HOW FREQUENTLY SHAREHOLDERS SHOULD VOTE TO APPROVE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

 

As required by the Dodd-Frank Act, our shareholders are being provided with the opportunity to cast an advisory (non-binding) vote on how frequently our shareholders should have an advisory (non-binding) vote on the compensation of our Named Executive Officers. We refer to this vote as the “say-on-frequency” vote. Although this vote is advisory and is not binding on the Boards, the Compensation Committees will take into account the outcome of the vote when considering how frequently to hold “say-on-pay” votes.

You may choose from the following alternatives: every year, every two years, every three years or you may abstain.

The “say-on-frequency” vote is required to be offered to our shareholders at least once every six years. At the April 2011 shareholders meeting, the Boards of Directors recommended, and the shareholders voted on an advisory, non-binding basis in favor of, holding the “say-on-pay” vote every year. The Boards accepted our shareholders’ recommendation and currently, shareholders are provided with the opportunity to cast an advisory (non-binding) vote to approve the compensation of our Named Executive Officers every year.

The Boards believe that having an annual “say-on-pay” vote to approve the compensation of our Named Executive Officers in satisfaction of U.S. disclosure rules is appropriate. In this regard, we note that our shareholders are already provided with an annual vote to approve the Carnival plc Directors’ Remuneration Report (see Proposal 13), which covers all directors and includes the Compensation Discussion and Analysis (itself a significant portion of the executive compensation disclosure that is the subject of the “say-on-pay” vote). Moreover, the boards believe that annual “say-on-pay” votes permit the Boards to receive current feedback on a timely basis from our shareholders regarding our compensation program for our Named Executive Officers, which will enable us to implement more quickly any modifications that the Boards determine to be appropriate.

The Boards of Directors unanimously recommend that you vote in favor of holding a non-binding advisory vote every year to approve the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC.

 

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COMPENSATION

Approval of Carnival plc Directors’ Remuneration Report

 

PROPOSAL 13

APPROVAL OF CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT

 

In accordance with Section 439 of the Companies Act 2006 and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (the “LMCG Regulations”), shareholders are voting to approve adoption of the Carnival plc Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report). The Carnival plc Directors’ Remuneration Report is in two parts. Part I also constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with the LMCG Regulations. Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information which has been audited for the purposes of the Carnival plc Annual Report.

Other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report (as to which, please see Proposal 14), UK law only requires an advisory vote on the substance and content of the Carnival plc Directors’ Remuneration Report. Accordingly, disapproval of this Proposal 13 will not require us to amend the report or require any Director to repay any amount. However, the Boards and Compensation Committees are expected to take into account both the voting result and the views of our shareholders in their application, development and implementation of remuneration policies and plans.

The Boards of Directors unanimously recommend a vote FOR the approval of the Carnival plc Directors’ Remuneration Report.

PROPOSAL 14

APPROVAL OF CARNIVAL PLC DIRECTORS’ REMUNERATION POLICY

 

In accordance with Section 439A of the Companies Act 2006 and Schedule 8 of the LMCG Regulations, shareholders are voting to approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report. The policy has consciously been drafted broadly to give the Compensation Committees sufficient flexibility to act in the interests of Carnival Corporation and Carnival plc and their shareholders as, under the revised UK legislative requirements, payments may not be made to Directors outside of an agreed policy. If approved, the Carnival plc Directors’ Remuneration Policy will take effect immediately following its approval at the 2017 Annual Meetings and will apply until it is replaced by a new or amended policy.

Upon the Carnival plc Directors’ Remuneration Policy becoming effective on the date of shareholder approval, remuneration payments to directors of Carnival plc (including former or proposed Directors) and payments for loss of office to a Director of Carnival plc (including a former or a proposed Director) will need to be consistent with the approved Carnival plc Directors’ Remuneration Policy or otherwise approved by an ordinary resolution of our shareholders (unless the payment is required to be made as part of a legal obligation entered into before June 27, 2012 and such obligation has not been amended or renewed since).

Section B of Part II of the Carnival plc Directors’ Remuneration Report sets out the Boards’ remuneration policy for the next and subsequent fiscal years and other details required by the LMCG Regulations and the UK Corporate Governance Code.

 

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COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

The Boards of Directors unanimously recommend a vote FOR the approval of the Carnival plc Directors’ Remuneration Policy.

COMPENSATION DISCUSSION AND ANALYSIS

and

CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT – PART I

 

Introduction

Carnival Corporation and Carnival plc are separate legal entities (together referred to in this report as “Carnival Corporation & plc”) and each company has its own Board of Directors and Compensation Committee. However, as is required by the agreements governing the dual listed company (“DLC”) arrangement, the Boards of Directors and members of the Committees of the Boards, including the Compensation Committees, are identical and there is a single senior management team.

Carnival Corporation and Carnival plc are subject to disclosure regimes in the U.S. and UK. While some of the disclosure requirements are the same or similar, some are very different. As a result, the Carnival plc Directors’ Remuneration Report is in two parts. The information contained in this Part I constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with Sections 439 and 440 of the Companies Act 2006 and Schedule 8 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”). Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with Section 439A of the Companies Act 2006 and the LMCG Regulations, including certain information that has been audited for the purposes of the Carnival plc Annual Report.

Parts I and II of the Carnival plc Directors’ Remuneration Report are in compliance with the LMCG Regulations, the UK Corporate Governance Code published in September 2014 by the UK Financial Reporting Council (the “UK Corporate Governance Code”), the UK Companies Act 2006 and the Listing Rules of the UK Listing Authority. Both Parts I and II form part of the Annual Report of Carnival plc for the year ended November 30, 2016.

Pursuant to rules promulgated by the SEC and the LMCG Regulations, this Compensation Discussion and Analysis reviews the compensation of the following Named Executive Officers of Carnival Corporation & plc:

 

 

Named Executive Officers

 

Arnold W. Donald

  

President and Chief Executive Officer

David Bernstein

  

Chief Financial Officer and Chief Accounting Officer

Alan Buckelew

  

Chief Operations Officer(1)

Stein Kruse

  

Chief Executive Officer of the Holland America Group, which includes Holland America Line, Princess, Seabourn and Holland America Princess Alaska Tours

Michael Thamm

  

Chief Executive Officer of the Costa Group, which includes Costa Cruises and AIDA Cruises(2)

 

(1)

Mr. Buckelew served as Chief Operations Officer throughout fiscal 2016. Effective December 1, 2016, he serves as Chief Information Officer.

(2)

Effective December 9, 2016, Mr. Thamm also became CEO of Carnival Asia.

 

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COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

Executive Summary

Our executive compensation program is designed to reward financial results and effective strategic leadership through use of both short-term rewards and long-term incentives and to promote alignment of the financial interests of our Executive Officers with our shareholders. We seek to provide total direct compensation (salary, bonus and equity grants) that allows us to be competitive in the labor markets where we compete for executive talent, adjusted as necessary to take into consideration factors including the senior executive’s performance, experience and responsibilities. We believe our compensation program’s performance measures align the interests of our shareholders and senior executives by linking actual pay to operating performance and shareholder outcomes.

Our compensation philosophy has historically been to emphasize at risk incentive pay in order to drive a pay-for-performance culture. In furtherance of this philosophy, all direct compensation for our Named Executive Officers, other than base salary, is 100% at risk and performance-based.

 

 

2016 Compensation Practices and Policies

 

What we do

  

  

All compensation is performance-based and not guaranteed, other than base salary

 

  

  

Use multiple performance metrics to align pay with performance

 

  

  

Put caps on incentive compensation

 

  

  

Provide appropriate balance between short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results

 

  

  

Set rigorous stock ownership requirements for Named Executive Officers (values equal to a target multiple of base salary) who must retain at least 50% of any net share-based awards received until their target ownership is achieved

 

  

  

Increased the target share ownership level applicable to the Chairman and/or the Chief Executive Officer from five times base salary to six times base salary

 

  

  

Include clawback provisions in our incentive programs

 

  

  

Provide for only double-trigger change-in-control provisions

 

  

  

Prohibit short sales, short-term hedging and margin accounts of Carnival Corporation and Carnival plc shares

 

  

  

Engage an independent compensation consultant to review and advise on executive compensation

 

    

  

Regularly review the Compensation Committee charter to ensure best practices and priorities

 

What we don’t do  

  

×

  

Provide guaranteed minimum bonuses

 

  

×

  

Reload, reprice or back-date stock options

 

  

×

  

Grant stock options with an exercise price less than fair market value

 

  

×

  

Provide tax gross-ups on compensation or benefits

 

  

×

  

Pay dividends on unvested or unearned performance-based share awards

 

    

×

  

Provide for automatic single-trigger vesting acceleration in connection with a change-in-control

 

 

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COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

Shareholder Engagement

Carnival Corporation & plc has a long-standing shareholder outreach program and routinely interacts with shareholders on a number of matters, including executive compensation. The Compensation Committees consider all feedback received about executive compensation.

In April 2016, shareholders approved our “say-on-pay” proposal with 95.8% of the votes cast in favor of the compensation paid to our Named Executive Officers. During the past year we have continued to engage with shareholders and seek feedback on our compensation program and incorporate the results of that feedback in our compensation decisions. As a result, the Compensation Committees did not make any changes to the executive compensation program specifically as result of the 2016 “say-on-pay” vote.

The Compensation Committees have and will continue to consider results from the annual shareholder advisory votes, including the next vote in April 2017, as well as other shareholder input, when reviewing executive compensation programs and policies.

Fiscal 2016 Company Performance

We experienced strong financial and operating performance in fiscal 2016. Our solid operational and financial performance in fiscal 2016 reflects senior leadership’s focus on executing our business strategies effectively to achieve our goals. This focus enabled us to deliver value to our shareholders in fiscal 2016, through our efforts to improve as we continue to build for future success.

 

 

Fiscal 2016 Financial Results and Achievements

 

  

Increased fiscal 2016 net income by 58% to $2.8 billion or $3.72 diluted earnings per share compared to $1.8 billion or $2.26 in fiscal 2016, while also increased adjusted net income by 40% to $2.6 billion or $3.45 adjusted diluted earnings per share in fiscal 2016 compared to $2.1 billion or $2.70 in fiscal 2015(1)

 

  

Increased operating income by 20% to $3.07 billion

 

  

Continued to generate strong cash from operations of $5.1 billion in fiscal 2016 compared to $4.5 billion in fiscal 2015

 

  

Returned $3.3 billion to shareholders through the combination of dividends and share repurchases

 

  

Increased quarterly dividend by 17% to $0.35 per share from $0.30 per share

 

  

Well on our way to reaching our objective of double-digit ROIC, while maintaining a strong balance sheet and strong investment grade credit ratings

 

  

Achieved credit rating upgrades from both Standard & Poor’s and Moody’s as a result of our sustained earnings improvement and continued balance sheet strength

 

  

Accelerated progress on our cost containment efforts resulting in $95 million of savings in fiscal 2016, bringing the cumulative savings to date to over $190 million

 

  

Launched the initial phase of our state-of-the-art revenue management system, which will help us drive incremental revenue yield over time

 

  

Implemented strategies to grow demand by increasing consumer awareness and consideration of our cruise brands and the global cruise industry through ongoing public relations efforts and advertising

 

  

Launched three original TV programs that are airing on major U.S. networks, reaching viewers during the family-oriented programming blocks, showcasing ocean travel as a means to experience global destinations and learn about other cultures

 

 

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COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

 

Fiscal 2016 Financial Results and Achievements

 

  

Introduced three new ships during fiscal 2016: AIDAPrima, Carnival Vista and ms Koningsdam

 

  

Progressed in developing and implementing cutting-edge proprietary technology to enhance our ability to monitor and track ship nautical and technical performance in real time including fuel consumption and emissions

 

  

Launched the first ship in the world to use liquefied natural gas in port and ordered three new ships, bringing the total to eight ships on order to be powered by liquefied natural gas to further reduce exhaust gas emissions

 

  

First cruise company in more than four decades to begin operating voyages from the United States to Cuba

 

(1)

Reconciliation to the corresponding $2.8 billion net income and $3.72 GAAP diluted earnings per share can be found on page F-47 of the Carnival Corporation & plc joint Annual Report on Form 10-K filed with the SEC on January 30, 2017.

Fiscal 2016 Named Executive Officer Compensation Target Pay Mix

The compensation elements for our Named Executive Officers consist of base salary, an annual bonus and equity-based compensation. We have reinforced our commitment to strengthening the link between pay and performance for our Executive Officers through inclusion of performance-based compensation components. Our philosophy is to place greater emphasis on performance-based pay elements. All direct compensation of our Named Executive Officers, other than base salary, is 100% at risk and performance-based.

 

LOGO

Consistent with our philosophy regarding the importance of pay for performance, 86% of Mr. Donald’s fiscal 2016 target direct compensation consists of performance-based annual bonuses and equity-based compensation. The other Named Executive Officers’ 2016 target direct compensation consists of 76% performance-based annual bonuses and equity-based compensation.

 

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COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

 

 

2016 CEO Compensation Components

 

Base Salary

  

Remained unchanged for fiscal 2016.

 

Annual Incentive Plan

  

Received an annual bonus aligned with Carnival Corporation & plc’s fiscal 2016 financial performance under the Carnival Corporation & plc Management Incentive Plan (the “Management Incentive Plan”). In fiscal 2016, Carnival Corporation & plc’s operating income increased 20% from fiscal 2015. As a result, the annual bonus awarded to Mr. Donald was 152.5% of his target bonus for fiscal 2016.

 

Annual Equity Grants

  

100% of annual equity-based compensation is performance-based:

•       70% of the equity awards were granted in the form of performance-based share (“PBS”) grants. The PBS grants provide a future compensation opportunity based on a combination of operating income and ROIC performance goals over a three-year period (2016-2018), as modified based on our TSR rank relative to the 2016 Peer Group, with vesting contingent on continued service.

•       30% of the equity awards were granted in the form of Management Incentive Plan-tied equity (“MTE”). The MTE grant value was based on the 2016 Management Incentive Plan performance and cliff vest three years after the grant date.

 

Comparison of Fiscal 2016 and Fiscal 2015 CEO Total Direct Compensation (“TDC”).

Mr. Donald’s total direct compensation decreased slightly by 0.3% in fiscal 2016, due to a lower bonus pay-out in fiscal 2016 driven by more challenging performance targets and payout curve under the Management Incentive Plan.

 

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Overall Objectives and Philosophy

The objectives of the Compensation Committees are to:

 

 

Create competitive compensation packages that provide both short-term rewards and long-term incentives for positive individual and corporate performances; and

 

Align the financial interests of our Executive Officers and our shareholders.

 

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The Compensation Committees’ philosophy is to:

 

 

Place appropriate emphasis on the variable elements of compensation, such as the annual bonus and equity-based compensation; and

 

Provide total direct compensation for each Named Executive Officer that is competitive for the market (as described below under “Competitive Market (Peer Group) Comparison”), adjusted as necessary to take into consideration a particular Named Executive Officer’s individual circumstances, as applicable (including the individual’s performance, experience and responsibility).

Most of our Executive Officers are located in the U.S., with others based in Europe. As a global entity, it is challenging to establish consistent compensation practices across geographic and operating company units that satisfy the particular requirements of all jurisdictions and local market demands. Since the largest presence of Executive Officers is in the U.S., our compensation policies primarily reflect U.S. market practices. However, the Compensation Committees seek to incorporate UK compensation principles, including those contained in the UK Corporate Governance Code, to the degree practicable.

Overview of Total Direct Compensation for 2016 and Comparison to 2015

Total Cash Compensation. Annual changes in total cash compensation for Carnival Corporation & plc’s senior management team, including our Named Executive Officers, take into account changes in operating income as measured at the enterprise-wide and/or operating company levels. Other considerations impacting cash compensation include changes in responsibility and market pay positioning of executives with similar responsibility levels in other corporations.

The table below shows target and actual cash compensation for fiscal 2016 compared to target and actual cash compensation for fiscal 2015. Target total cash compensation for all of the Named Executive Officers remained unchanged from fiscal 2015 to fiscal 2016. Actual annual bonuses decreased in fiscal 2016 from fiscal 2015, consistent with management’s and the Compensation Committees’ commitment to setting more challenging performance targets under the Management Incentive Plan. Mr. Kruse’s annual bonus in fiscal 2016, however, was the exception with an increased bonus in fiscal 2016 driven by improved relative performance to target from fiscal 2015.

 

    Fiscal 2015   Fiscal 2016  

Change from

Fiscal 2015

 

Change from

Fiscal 2015

Named Executive
Officer
  Salary Plus
Target Bonus
  Salary Plus 
Actual Bonus
  Salary Plus
Target Bonus
  Salary Plus 
Actual Bonus
 

Salary Plus

Actual Bonus

 

Salary Plus

Target Bonus

Arnold W. Donald

    $ 3,650,000       $ 5,618,950       $ 3,650,000       $ 5,041,250         (10.3 %)       0 %

David Bernstein

    $ 1,650,000       $ 2,355,850       $ 1,650,000       $ 2,148,750         (8.8 %)       0 %

Alan Buckelew

    $ 1,925,000       $ 2,742,300       $ 1,925,000       $ 2,502,500         (8.7 %)       0 %

Stein Kruse

    $ 1,925,000       $ 2,335,000       $ 1,925,000       $ 2,479,400         6.2 %       0 %

Michael Thamm(1)

    1,600,000       1,775,000       1,600,000       1,649,500         (7.1 %)       0 %
(1)

Mr. Thamm’s base salary and bonus is payable in euros. For fiscal 2015, his base salary and target bonus is equivalent to $1,792,000 and his base salary and actual bonus is equivalent to $1,988,000 when converted to U.S. dollars at the average exchange rate for fiscal 2015 of $1.12:1. For fiscal 2016, his base salary and target bonus is equivalent to $1,776,000 and his base salary and actual bonus is $1,830,945 when converted to U.S. dollars at the average exchange rate for fiscal 2016 of $1.11:1.

Total Direct Compensation. In addition to the annual bonuses, individual performance-based equity grants (both the PBS grants and the MTE grants) take into account the scope of the Named Executive Officer’s responsibilities, performance and long-term retention considerations. These equity grants provide compensation only to the extent specified performance targets are achieved over the applicable performance period. The changes in total direct compensation in fiscal 2016 from fiscal 2015 reflect the same factors that explain the year-over-year change in Named Executive Officer cash compensation.

 

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The table below compares each Named Executive Officer’s year-over-year change in total direct compensation (salary, annual bonus and equity grants).

 

Named Executive Officer    Fiscal 2015
Total Direct
Compensation
   Fiscal 2016
Total Direct
Compensation
   Change from
Fiscal 2015
Total Direct
Compensation

Arnold W. Donald

     $ 9,118,950        $ 9,092,500          (0.3 %)

David Bernstein

     $ 3,580,850        $ 3,583,750          0.1 %

Alan Buckelew

     $ 4,317,300        $ 4,340,000          0.5 %

Stein Kruse

     $ 3,910,000        $ 4,306,400          10.1 %

Michael Thamm(1)

     2,778,049        2,665,497          (4.1 %)
(1)

Mr. Thamm’s base salary and bonus is payable in euros. The Carnival plc restricted share units granted to Mr. Thamm are denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the Carnival plc restricted share units granted for: (a) fiscal 2015 has been converted from sterling into euros based on the January 11, 2016 grant date exchange rate of 1.33:£1 and the April 14, 2015 grant date exchange rate of 1.38:£1; and (b) fiscal 2016 has been converted from sterling into euros based on the January 17, 2017 grant date exchange rate of 1.14:£1, and the April 13, 2016 grant date exchange rate of 1.25:£1. His total direct compensation is equivalent to $3,113,807 for fiscal 2015 when converted to U.S. dollars at the average exchange rate for fiscal 2015 of $1:12: 1. His total direct compensation is equivalent to $2,958,702 for fiscal 2016 when converted to U.S. dollars at the average exchange rate for fiscal 2016 of $1.11:1.

The fiscal 2015 and fiscal 2016 compensation values included in the above table reflect the fair value of time-based share (“TBS”) grants made in January 2016 (granted in fiscal 2016 based upon fiscal 2015 performance) and the MTE grants made in January 2017 (granted in fiscal 2017 based upon fiscal 2016 performance), respectively. Under SEC disclosure rules, the MTE grants that were not made until fiscal 2017 do not appear in the “Grants of Plan-Based Awards in Fiscal 2016” table or the “Summary Compensation Table” for fiscal 2016, even though these grants are compensation for fiscal 2016. Instead, the grants made in January 2016 (based on 2015 performance) appear in the “Summary Compensation Table” for fiscal 2016. However, the Compensation Committees believe that the MTE grants made in fiscal 2017 are properly considered as part of our Named Executive Officers’ compensation for fiscal 2016 performance (in the same way that bonuses paid in fiscal 2017 are treated as compensation for fiscal 2016 performance).

Process for Making Compensation Determinations

The Compensation Committees determine the compensation policy and the compensation payable to all of our Executive Officers. The Compensation Committees interact with the management of Carnival Corporation & plc on compensation issues primarily through communications, meetings and discussions with Mr. Donald, the Chairman of the Boards of Directors and the Chief Human Resources Officer, who also attend meetings of the Compensation Committees as requested by the Compensation Committees. As part of the fiscal 2016 annual compensation determination process, Mr. Donald and the Chairman of the Boards of Directors recommended to the Compensation Committees key initiatives and goals for Carnival Corporation & plc at the beginning of the fiscal year. After the fiscal year was completed, Mr. Donald and the Chairman of the Boards of Directors reviewed with the Compensation Committees the results of those initiatives, progress towards goals and other material items relating to overall Carnival Corporation & plc performance. The compensation for our Named Executive Officers’ was then determined by the Compensation Committees using their discretion to evaluate the individual performance of our Named Executive Officers and the overall performance of Carnival Corporation & plc. Mr. Donald does not provide input regarding his own compensation levels.

 

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The Compensation Committees believe that the incentive structure for senior management does not raise environmental, social or governance risks by inadvertently motivating irresponsible behavior, and that risks arising from Carnival Corporation & plc’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on Carnival Corporation & plc. Please refer to the section of the Proxy Statement entitled “Compensation Risk Assessment” for additional information.

Compensation Consultant. The Compensation Committees have engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to assist in their annual review of our Executive and Director compensation programs. The Compensation Committees believe that FW Cook provided objective advice to the Compensation Committees. FW Cook provides no other services to Carnival Corporation & plc.

During fiscal 2016, a consultant from FW Cook attended meetings of the Compensation Committees and provided FW Cook’s views on proposed actions by the Compensation Committees.

In accordance with the New York Stock Exchange rules relating to compensation consultant independence, the Compensation Committees have determined that FW Cook and their consultants are independent after taking into consideration the factors set forth in the New York Stock Exchange rules. Pursuant to the foregoing factors, the Compensation Committees have determined that FW Cook’s work raised no conflicts of interest.

Peer Group Characteristics. The Compensation Committees perform an annual review of the compensation practices of certain other publicly-listed companies with the assistance of its consultant. This annual market assessment consists of an analysis of top officer pay at a group of publicly-listed peer companies.

The peer group listed below (the “2015 Peer Group”) was used when assessing the fiscal 2016 annual base salaries and target bonuses for our Named Executive Officers, which was unchanged from fiscal 2015. The 2015 Peer Group consists of 13 U.S. publicly-listed companies comparable to Carnival Corporation & plc across one or more of the following factors: revenue, market capitalization, operating income, total assets, reported full-time employees, nature of business and complexity of business; and reflect a balanced group of media, entertainment, consumer goods and services and retailing companies.

 

 

2015 Peer Group Companies

 

  

Colgate-Palmolive Company

 

  

Starbucks Corporation

  

General Mills, Inc.

 

  

Starwood Hotels & Resorts Worldwide, Inc.

  

Macy’s, Inc.

 

  

Target Corporation

  

Marriott International, Inc.

 

  

The DIRECTV Group, Inc.

  

McDonald’s Corporation

 

  

The Walt Disney Company

  

NIKE, Inc.

 

  

Yum! Brands, Inc.

  

Royal Caribbean Cruises Ltd.

        

Competitive Market (Peer Group) Comparison. Annually, the Compensation Committees’ independent consultant conducts a competitive market review to assist the Compensation Committees in their assessment of our Named Executive Officers’ competitive positioning of total compensation relative to the markets in which Carnival Corporation & plc competes for executive talent. FW Cook conducted a competitive market assessment on behalf of the Compensation Committees for fiscal 2016. The Compensation Committees reviewed our aggregate Named Executive Officer total compensation in comparison to the competitive market, which consists of the 2015 Peer Group as well as third-party surveys that reflect a broad database of hundreds of companies. The Compensation Committees were

 

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not provided with the identities of the companies in the surveys generally (or of the subsets of companies which had data for relevant comparable positions). As applicable, any utilized survey data was combined with the data for the 2015 Peer Group to produce a consolidated aggregated competitive market range for total direct compensation.

These analyses suggest that, in the aggregate, total direct compensation levels for our Named Executive Officers are competitively positioned. The Compensation Committees, as advised by FW Cook, consider total direct compensation to be competitive when within a range of 15% above or below the market median. Actual pay positioning within a competitive range can vary based on factors including job responsibilities, experience, impact of role, and individual performance.

Consistent with the approach that the Compensation Committees take in reviewing each element of total direct compensation, the Compensation Committees utilize these analyses to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by companies with whom Carnival Corporation & plc competes for executive level talent. The Compensation Committees do not use these analyses to peg any particular element of compensation (or total compensation) to any specific targeted 2015 Peer Group level.

Change to Peer Group. In October 2016, based on the recommendations of FW Cook, the Compensation Committees approved a revised peer group listed below (the “2016 Peer Group”). The 2016 Peer Group consists of 20 publicly-listed companies from diverse industries that exhibit similar size and business characteristics with Carnival Corporation & plc and better reflects the market in which we may compete for business, investor capital and/or executive talent. The 2016 Peer Group reflects a balanced group of companies in the consumer discretionary sector, including media, retailing, services and transportation companies. The 2016 Peer Group was used to establish market references to assist the Compensation Committees when determining the equity compensation for fiscal 2016 granted in 2017.

 

 

2016 Peer Group Companies

 

  

American Airlines Group Inc.

 

  

Marriott International, Inc.

  

Darden Restaurants, Inc.

 

  

McDonald’s Corporation

  

Delta Air Lines, Inc.

 

  

MGM Resorts International

  

easyJet plc

 

  

Norwegian Cruise Line Holdings Ltd.

  

FedEx Corporation

 

  

Royal Caribbean Cruises Ltd.

  

Hilton Worldwide Holdings Inc.

 

  

Starbucks Corporation

  

Hyatt Hotels Corporation

 

  

Starwood Hotels & Resorts Worldwide, Inc.(1)

  

International Consolidated Airlines Group, S.A.

 

  

United Continental Holdings, Inc.

  

Las Vegas Sands Corp.

 

  

United Parcel Service, Inc.

  

Live Nation Entertainment, Inc.

 

  

Wyndham Worldwide Corporation

(1)

Will be removed from the Peer Group in the future, as a result of its recent acquisition by Marriott International, Inc.

Named Executive Officer Compensation Design and Elements

The compensation elements for our Named Executive Officers consist of base salary, an annual bonus, equity-based compensation, retirement benefits and perquisites.

The compensation practices for each of our Named Executive Officers vary in order to reflect the organizational structure of Carnival Corporation & plc. Three of our Named Executive Officers (Messrs. Donald, Bernstein and Buckelew) had company-wide roles during fiscal 2016 and two of our Named

 

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Executive Officers (Messrs. Kruse and Thamm) were Chief Executive Officers of groups operating two or more brands during fiscal 2016. As a result, the compensation practices for these two types of roles are different.

 

Named Executive
Officer
  Type of Role    Base Salary    Annual Bonus  

Equity-Based

Compensation

 

Retirement
Benefits

and Perquisites

 

Arnold W. Donald

 

  Company-wide role    Based on level of
responsibility, and
increases  based
on performance or
other market
factors
   Based 100% on
company-wide
operating income
  PBS and MTE
awards to  align
with
shareholder
outcomes
  Reflect country
practices where
a Named
Executive
Officer resides

 

David Bernstein

 

           

 

Alan Buckelew

 

           

 

Stein Kruse

 

  CEO of a group of brands      

 

Based 50% on
company-wide
operating income
and 50% on a group
of brands’ operating
income

 

   

 

Michael Thamm

 

           

In determining the amount of any particular compensation element, the Compensation Committees consider the impact of such an element on total compensation (and thus, each element affects the amount paid in respect of other elements of compensation). For example, the Compensation Committees consider the amount of the base salary and annual bonus that may be earned by a Named Executive Officer when granting an equity award. However, the annual bonus and equity-based compensation awards are set independently on the basis of dollar values (and are not set or determined as a fixed percentage of base salary).

Base Salaries

A.     General

Base salaries are intended to provide a level of fixed compensation that reflects each Named Executive Officer’s level of responsibility. As described above, the Compensation Committees’ philosophy is to emphasize the performance-based elements of compensation. Base salaries for fiscal 2016 of our Named Executive Officers are reported in the “Summary Compensation Table.” The Compensation Committees annually review each Named Executive Officer’s performance and may increase the base salary of a Named Executive Officer at their discretion if merited by performance or other market factors necessary to attract and retain our executives.

Salaries for fiscal 2016 were established for our Named Executive Officers in January 2016 after performance results for the prior fiscal year were available. Mr. Donald reviewed the annual competitive market analysis provided by the independent consultant, as well as individual performance of each Named Executive Officer and the results of the group of brands or company-wide results, as appropriate, and provided the Compensation Committees with recommended salaries for each Named Executive Officer, except for his own.

B.     2016 Base Salaries and Analysis

At the beginning of fiscal 2016, Mr. Donald recommended to the Compensation Committees that there be no increase in the base salaries for our Named Executive Officers for fiscal 2016 (which is consistent with the lack of increase provided to other members of senior management). The Compensation Committees accepted Mr. Donald’s recommendations.

 

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As a result, the base salaries for fiscal 2016 were as follows:

 

Named Executive Officer    Fiscal 2016
Base Salary

Arnold W. Donald

   $1,000,000

David Bernstein

   $   700,000

Alan Buckelew

   $   825,000

Stein Kruse

   $   825,000

Michael Thamm(1)

      700,000
(1)

Mr. Thamm’s base salary is payable in euros. His base salary is equivalent to $777,000 for fiscal 2016 when converted into U.S. dollars at the average exchange rate for fiscal 2016 of $1.11:1.

Annual Bonuses

A.     General

In fiscal 2016, each Named Executive Officer’s target bonus comprised a significant portion of their respective total cash compensation opportunity, supporting Carnival Corporation & plc’s objective to emphasize pay for performance. Annual bonus payments are intended to reward short-term individual, corporate, and a group of brands’ performance results and achievements. The emphasis on the annual bonus as compared to base salary allows Carnival Corporation & plc to more closely link financial results to individual and overall company performance.

B.     2016 Annual Bonuses and Analysis

For fiscal 2016, the annual bonuses for our Named Executive Officers were determined in accordance with the Carnival Corporation & plc Management Incentive Plan (the “Management Incentive Plan”) described below.

The Management Incentive Plan is designed to focus the attention of our executives, including our Named Executive Officers, on achieving outstanding performance results as reflected by income from the operations of Carnival Corporation & plc as well as other relevant measures. For the Named Executive Officers who are CEOs of a group of brands, the Management Incentive Plan is designed to also focus their attention on achieving outstanding performance results as reflected in the operating income of the group of brands they oversee.

Under the Management Incentive Plan, the Corporation Operating Income Target, Brand Operating Income Target and target bonus for each executive are established by the Compensation Committees for each plan year.

The Management Incentive Plan defines these terms as follows:

 

 

“Corporation Operating Income” means the adjusted U.S. Generally Accepted Accounting Principles (“Adjusted GAAP”) net income of Carnival Corporation & plc excluding interest income and expense, other nonoperating income and expense and income taxes as reported by Carnival Corporation & plc for the plan year.

 

“Brand Operating Income” means the Adjusted GAAP net income of the respective brand (or group of brands) excluding interest income and expense and other nonoperating income and expense and income taxes, as reported by the brand (or group of brands) for the plan year.

The “Corporation Operating Income Target” for each year is established by the Compensation Committees taking into account historical performance, investor guidance, company/industry growth, Carnival Corporation & plc’s annual plan, consultation with management and such other factors as the

 

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Compensation Committees deem appropriate. The “Brand Operating Income Target” for each year is also established by the Compensation Committees taking into account historical performance, company/industry growth, the brand group’s annual plan, consultation with management and such other factors as the Compensation Committees deem appropriate. In order to measure managements’ controllable operating contribution to the company, the Corporation and Brand Operating Income Targets and the actual Corporation and Brand Operating Income achieved for fiscal 2016 were measured using a constant fuel price per ton and constant currency exchange rates.

In January 2016, the Compensation Committees set the Corporation Operating Income Target for fiscal 2016 at $3.134 billion, which was approximately 22% more than the actual Corporation Operating Income achieved in fiscal 2015. The Compensation Committees believed that this target represented a challenging performance goal and was meaningfully higher than the actual results for fiscal 2015.

Under the Management Incentive Plan, the preliminary bonus amounts payable were dependent upon the amount of Corporation Operating Income achieved as compared to the Corporation Operating Income Target as follows:

 

Plan Provisions
Corporation Operating
Income (in millions)
  

Performance Level

(% of Target Achievement)

   Payout
Percentage(1)
<$2,980    Below Threshold (<95.1%)           0%
  $2,980    Threshold (95.1%)      50.0%
  $3,134    Target (100%)    100.0%
  $3,447    Maximum (110.0%)    200.0%
(1)

The payout curve includes four linear slopes. Payouts between these points are calculated using interpolation.

Bonus funding under the Management Incentive Plan for the Named Executive Officers who are CEOs of a group of brands was calculated by reference to a bonus schedule that calibrates the respective weighted Brand Operating Income Target (50%) and Corporation Operating Income Target (50%) for the fiscal 2016 plan year with the target bonus.

The Compensation Committees considered the attainment of each brand’s Brand Operating Income Target for fiscal 2016 to be achievable but challenging given each brand’s fiscal 2015 performance.

The fiscal 2016 Brand Operating Income Target for the Holland America Group (applicable to Mr. Kruse) and the Costa Group (applicable to Mr. Thamm) were approximately 20% and 13%, respectively, more than the actual Brand Operating Income achieved in fiscal 2015. The Compensation Committees believed that these targets represented challenging performance goals and were both meaningfully higher than the actual results for fiscal 2015.

In January 2016, Mr. Donald recommended to the Compensation Committees the fiscal 2016 target bonus amounts under the Management Incentive Plan for our Named Executive Officers (other than himself), representing no increase from their fiscal 2015 target bonus. The Compensation Committees accepted Mr. Donald’s recommendations. The fiscal 2016 target bonuses were, as follows:

 

Named Executive Officer    Target  Bonus

Arnold W. Donald

   $2,650,000

David Bernstein

   $   950,000

Alan Buckelew

   $1,100,000

Stein Kruse

   $1,100,000

Michael Thamm

      900,000

These amounts were established by the Compensation Committees after taking into consideration the competitive market analysis (described above), historical bonus payout levels, the more challenging

 

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Corporation Operating Income Target established by the Compensation Committees for fiscal 2016 and the Compensation Committees’ philosophy to place greater emphasis on performance-based pay elements.

Following the end of fiscal 2016, the Compensation Committees confirmed preliminary funding bonus amounts for the Named Executive Officers based on the actual Corporation Operating Income and Brand Operating Income results achieved during fiscal 2016. Under the terms of the Management Incentive Plan, the Compensation Committees then considered other factors deemed relevant to the performance of Carnival Corporation & plc and the individual brands. One such factor was our HESS performance, as determined by the HESS Committees. To make this annual determination, the HESS Committees met regularly with members of the Maritime Policy & Analysis Department and senior management to review an extensive analysis of each brand’s and Carnival Corporation & plc’s enterprise-wide performance in HESS-related areas tracked throughout the course of the fiscal year. Based on its review of the HESS performance and other factors, the Compensation Committees approved adjustments to actual Corporation Operating Income and Brand Operating Income for fiscal 2016 to take into account the effects of gains on ship sales, restructuring expenses and litigation expenses.

After taking all of these adjustments into consideration, the Compensation Committees certified an adjusted Corporation Operating Income amount for fiscal 2016 that was 105.2% of the fiscal 2016 Corporation Operating Income Target. This amount was also 28% higher than the Corporation Operating Income for fiscal 2015 (which was also determined taking into account similar adjustments), and resulted in a preliminary bonus equal to 152.5% of Messrs. Donald, Bernstein and Buckelew’s target bonus.

The adjusted Corporation Operating Income, performance levels and resulting actual performance level payouts for fiscal 2016 as approved by the Compensation Committees were as follows:

 

Actual Results and Payout

Adjusted
Fiscal 2016
Corporation
Operating Income

(in thousands)

   Actual
Percent of
Target Achieved
   Actual
Fiscal 2016
Payout Percentage
$3,297    105.2%    152.5%

The Compensation Committees also certified an adjusted Brand Operating Income amount for the Holland America Group for fiscal 2016 that was 104.0% of its 2016 Brand Operating Income Target and for the Costa Group that was 100.4% of its 2016 Brand Operating Income Target. When these fiscal 2016 brand results, inclusive of their respective HESS modifiers, were combined with the adjusted Corporate Operating Income results described above, the result was preliminary funding for Messrs. Kruse and Thamm, equal to 150.4% and 105.5% of their respective target bonuses.

Mr. Donald made recommendations to the Compensation Committees for all Named Executive Officer annual bonuses except for his own. The recommendations included a subjective review of the applicable fiscal year overall performance of each Named Executive Officer. Mr. Donald also submitted his self-assessments to the Compensation Committees summarizing his own activities and results as compared to his goals, as well as Carnival Corporation & plc’s overall performance.

Final bonus amounts were then determined by the Compensation Committees, taking into account Mr. Donald’s recommendations and input from FW Cook. In making their determinations, including whether to vary bonuses from the amount determined under the bonus schedule included in the Management Incentive Plan, the Compensation Committees considered the factors summarized in the Executive Summary above, in addition to the competitive market compensation for each Named Executive Officer and its subjective overall assessment of individual performance in fiscal 2016. After taking into account the factors referred to above, together with an assessment of the individual performance of each of the Named

 

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Executive Officers, the Compensation Committees determined not to vary the final bonus amounts determined by the bonus schedule in the Management Incentive Plan. As a result, the bonuses for fiscal 2016 (which were less than actual bonus amounts for fiscal 2015, except for the bonus for Mr. Kruse, as described above) were as follows:

 

Named Executive Officer    Fiscal 2016
Target Bonus
            Actual  2016
Payout
Percentage
           Fiscal 2016
Actual Bonus
     Fiscal 2015
Actual Bonus
     Change from
Fiscal 2015
Actual Bonus
 

Arnold W. Donald

   $ 2,650,000         x         152.5     =       $ 4,041,250       $ 4,618,950         (12.5 %) 

David Bernstein

   $ 950,000         x         152.5     =       $ 1,448,750       $ 1,655,850         (12.5 %) 

Alan Buckelew

   $ 1,100,000         x         152.5     =       $ 1,677,500       $ 1,917,300         (12.5 %) 

Stein Kruse

   $ 1,100,000         x         150.4     =       $ 1,654,400       $ 1,510,000         9.6

Michael Thamm(1)

   900,000         x         105.5     =       949,500       1,075,000         (11.7 %) 
(1)

Mr. Thamm’s fiscal 2016 bonus is payable in euros. His bonus is equivalent to $1,204,000 for fiscal 2015 when converted into U.S. dollars at the average exchange rate for fiscal 2015 of $1.12:1 and $1,053,945 for fiscal 2016 when converted into U.S. dollars at the average exchange rate for fiscal 2016 of $1.11:1.

Equity-Based Compensation

A. General

The Compensation Committees grant equity-based compensation to our Named Executive Officers to provide long-term incentives and align management and shareholder interests. The Compensation Committees believe that a significant percentage of compensation should be equity-based, rather than paid in cash. The equity-based compensation program is designed to recognize scope of responsibilities, reward demonstrated performance and leadership, motivate future superior performance and align the interests of the executive with our shareholders.

To further augment these views the Compensation Committees replaced TBS grants with an equity program for fiscal 2016 which was 100% performance-based for our Named Executive Officers and other key executives within Carnival Corporation & plc. For fiscal 2016, this includes two different types of performance-based equity grants: PBS grants and MTE grants. These equity grants provide for performance-based vesting or granting criteria and align our senior management team’s long-term compensation opportunities with Carnival Corporation & plc’s long-term performance. In addition, the value of these equity grants serve to link pay and performance in two ways: they have pre- or post-vesting performance criteria to determine the number of shares earned. The value of the shares earned appreciate or depreciate based on the trading price of our shares.

Our equity-based compensation grants are made pursuant to the Carnival Corporation 2011 Stock Plan or the Carnival plc 2014 Employee Share Plan, which have been approved by Carnival Corporation & plc’s shareholders. Messrs. Donald, Bernstein, Buckelew and Kruse receive equity grants under the Carnival Corporation 2011 Stock Plan. Mr. Thamm received equity grants under the Carnival plc 2014 Employee Share Plan.

The specific equity grants made to our Named Executive Officers reflect the desire of the Compensation Committees to have a substantial portion of compensation be in the form of equity-based compensation and to link this compensation to performance. The number and form of equity grants made annually to our Named Executive Officers are determined both in the discretion of the Compensation Committees and pursuant to certain agreements with certain Named Executive Officers. Existing ownership levels are not a factor in award determinations, as the Compensation Committees do not want to discourage executives from holding significant amounts of Carnival Corporation and Carnival plc shares.

 

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The value of equity grants made to our Named Executive Officers other than Mr. Donald in 2016 was determined by the Compensation Committees after reviewing the recommendation of Mr. Donald and the Chairman of the Boards of Directors, the other elements of the Named Executive Officer’s current year compensation, and taking into account the position and role of the Named Executive Officer, the individual performance in the preceding fiscal year and historically, and the perceived future value to Carnival Corporation & plc. The Compensation Committees also review the competitive market assessment for long-term incentive compensation provided by the independent compensation consultant to confirm that the value of a Named Executive Officer’s aggregate equity-based compensation and total direct compensation remains generally competitive. As discussed previously in “Overview of Total Direct Compensation for 2016 and Comparison to 2015,” individual equity grants values are not directly linked to operating income results or other company or individual performance from the prior year. Similar to the approach taken for the other Named Executive Officers, the value of equity grants made to Mr. Donald was determined by the Compensation Committees after consultation with their independent compensation consultant, in accordance with his employment agreement entered into when he was recruited and taking into account his role, performance, perceived future value and competitive market position.

B.     Disclosure and the Timing of Equity-Based Compensation

The Compensation Committees met in April 2016 to determine the PBS grants and the target values of the MTE grants, all of which are part of the equity-based compensation for key executives in fiscal 2016. The actual MTE grant is then made in January 2017 once the Management Incentive Plan performance is assessed and verified. Because the MTE grants are based on 2016 performance the Compensation Committees believe that the discussion of these equity-based grants made after fiscal year end is important to understanding of overall Named Executive Officer compensation for the preceding year. Accordingly, we describe below both the MTE grants made in early 2017 and the TBS grants made in early 2016 based on fiscal 2015 performance (which were discussed previously in last year’s Proxy Statement but first appear in the “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2016” table in this year’s Proxy Statement).

C.     Annual PBS Grants

2016 PBS Grants. The PBS grants made to our Named Executive Officers and other key executives in fiscal 2016 vest zero to 200% of target based upon the extent to which operating income, as adjusted for certain fuel price change and currency exchange rate impacts, for each of the three fiscal years in the 2016-2018 performance cycle and ROIC for the single three-year performance cycle exceeds the specified performance goals. This result can be modified up or down by up to 10% at the end of the three year performance cycle depending on Carnival Corporation & plc’s TSR rank relative to the 2016 Peer Group. Under the terms of the award, the operating income result is weighted 70% and ROIC result is weighted 30%. The maximum payout is 200% of target. The operating income and ROIC targets will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially sensitive).

The Compensation Committees believe that growth in operating income is a critical measure of Carnival Corporation & plc’s ability to maintain and grow earnings over time. The grants further align an increasing proportion of the total compensation of key members of our management team (101 senior managers worldwide, including our Named Executive Officers) with the long-term growth of Carnival Corporation & plc. The Compensation Committees believe the inclusion of PBS grants into the compensation program for our Named Executive Officers demonstrates the Compensation Committees’ continued focus on pay for performance and strengthens our commitment to aligning management compensation with shareholder outcomes.

 

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The Compensation Committees approved the PBS grants to our Named Executive Officers after an evaluation of current market practice, the aggregate market positioning of total direct compensation, and the Compensation Committees’ focus on the alignment between our Named Executive Officer’s pay outcomes and Carnival Corporation & plc’s long-term performance.

The PBS grants made to our Named Executive Officers in April 2016 were as follows:

 

Named Executive Officer    Target PBS  Grants
(#)
     Grant Date  Fair Value
of PBS Grants
(1)
 

Arnold W. Donald

     47,407       $ 2,498,994   

David Bernstein

     15,963       $ 841,467   

Alan Buckelew

     20,801       $ 1,096,496   

Stein Kruse

     20,801       $ 1,096,496   

Michael Thamm

     14,223       679,856 (2) 
(1)

The grant date fair value of the PBS grants is calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”).

(2)

The PBS grants made to Mr. Thamm are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the PBS grants made to Mr. Thamm has been converted from sterling into euros based on the April 13, 2016 grant date exchange rate of 1.25:£1. The grant date fair value is equivalent to $775,036 when converted into U.S. dollars at the April 13, 2016 exchange rate of $1.14:1.

2014 PBS Grants. The 2014 PBS grants made to the Named Executive Officers in April 2014 reached the end of the performance period at the end of fiscal 2016 and will vest on February 15, 2017. Under the terms of the 2014 PBS grant, shares vested based upon the extent to which Carnival Corporation & plc’s annual EBIT (75% weighting), as adjusted for 75% of year-over-year fuel price changes for each of fiscal 2014, 2015 and 2016 and ROIC growth (25% weighting) over the three-year performance period reached or exceeded the following:

 

Goal Level   

Annual EBIT
Growth Goal

(%)

     2014  EBIT
Goals
($ in billions)
     2015  EBIT
Goals
($ in billions)
     2016 EBIT
Goals
($ in billions)
    

2016
ROIC Growth
Goal

(%)

    

Payout for
EBIT & ROIC
Goals

(%)

 

Threshold

     4         1,595         1,886         2,452         5.0         50   

Target

     6         1,625         1,923         2,499         17.5         100   

Maximum

     10         1,687         1,995         2,594         40.0         200   

The EBIT and ROIC results for the 2014 PBS grant were as follows:

 

EBIT and ROIC Results   

2014 EBIT

($ in billions)

   

2015 EBIT

($ in billions)

   

2016 EBIT

($ in billions)

    2016
ROIC  Growth
    2016
ROIC
 

Annual Adjusted EBIT

     $1,720        $1,958        $2,610       

Annual Adjusted EBIT Growth %

     12.19     7.95     10.68    

Annual EBIT Growth Payout %

     200.00     148.75     200.00    

ROIC Growth

           97.69     200.00

The fiscal 2014, 2015 and 2016 annual adjusted EBIT growth payout percentages were averaged, and the growth of fiscal 2016 ROIC over fiscal 2013 ROIC was calculated to determine the respective payout percentages that were then weighted. The weighted payout percentage was then subject to

 

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modification for relative TSR (+25% if in the first quartile against the 2014 peer group, 0% if in the second or third quartile, and -25% if in the fourth quartile) to obtain a final payout percentages, as follows:

 

Payout % and TSR Modifier   

Unweighted

Payout

(%)

    

Weighting

(%)

    

Weighted

Payout

(%)

 

Average Annual Adjusted EBIT Payout %

     182.92         75         137.19   

ROIC Payout %

     200.00         25         50.00   

Weighted EBIT and ROIC Payout %

           187.19   

TSR Modifier (third quartile)

           100.00   

Final Payout % after TSR Modifier

           187.19   

Based on these performance measures, the Named Executive Officers received the following:

 

Named Executive Officer   

2014 PBS

Earned Shares(1)

(#)

Arnold W. Donald

   71,719

David Bernstein

   21,772

Alan Buckelew

   29,456

Stein Kruse

   29,456

Michael Thamm

   24,362

 

(1)

Additional shares will be provided to take into account dividend reinvestment during the period.

D.     Special PBS Grant Made to Chief Executive Officer in October 2013

A special PBS grant was made to Mr. Donald on October 14, 2013, which reached the end of its three-year performance period on October 14, 2016. Under the terms of this special PBS grant, shares are earned based on the compound annual growth rate, including the value of dividends reinvested, (“CAGR”) of Carnival Corporation’s absolute TSR over the three-year performance period as follows:

 

Grant Level   

CAGR Required

(%)

    

Vesting Percentage

(%)

     # of  Special PBS  

Below Threshold

     Less than 5         0         0   

Threshold

     5         20         18,691   

Target

     7         100         93,457   

Maximum

     17         500         467,285   

Vesting increases 20% for each 0.5% increase in the CAGR of Carnival Corporation’s TSR above 5%. The maximum number of shares that may be earned is five times the target number of the special PBS grant and the maximum value that may be earned is eight times the target grant value of $3 million.

CAGR performance of Carnival Corporation’s TSR was measured from the closing price of a share of Carnival Corporation common stock of $32.10 on October 14, 2013 against the 90-day average closing price of a share of Carnival Corporation common stock, including the value of reinvested dividends, of $50.19 at October 14, 2016. This resulted in CAGR of 16.07%, which corresponds to a vesting percentage of 462.80%. As a result, Mr. Donald earned 432,518 shares, 50% of which vested on October 18, 2016. The remaining 50% of the shares will vest on October 14, 2017, subject to continued employment.

 

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E.     MTE Grants Made During Fiscal 2017

The MTE grants are tied to the Management Incentive Plan performance. In April 2016, the Compensation Committees approved an MTE target grant value for each of our Named Executive Officers and certain other executives. This target grant value was determined after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors, as well as reviewing the scope of the Named Executive Officer’s responsibilities, performance and long-term retention considerations.

Following the end of fiscal 2016, the actual 2016 Management Incentive Plan payout percentage is then applied to the MTE target grant value to determine the actual MTE grant values, which may be from zero to 200% of target. The actual MTE grant value earned is then converted into a number of RSUs that cliff vest after three years from the date of grant.

The MTE grants for our Named Executive Officers in January 2017 were as follows:

 

Named Executive Officer    MTE  Target
Value
(1)
           

2016

Payout

Percentage

          

MTE

Grant
Value

           

Closing Price

On

Grant Date(1)

           

RSUs

Received(2)
(#)

 

Arnold W. Donald

   $ 1,050,000         x         152.5     =       $ 1,601,250         ÷       $ 53.09         =         30,161   

David Bernstein

   $ 400,000         x         152.5     =       $ 610,000         ÷       $ 53.09         =         11,489   

Alan Buckelew

   $ 500,000         x         152.5     =       $ 762,500         ÷       $ 53.09         =         14,362   

Stein Kruse

   $ 500,000         x         150.4     =       $ 752,000         ÷       $ 53.09         =         14,164   

Michael Thamm

   325,000         x         105.5     =       342,875         ÷       47.83         =         7,169   
(1)

The closing price on the grant date is calculated by reference to the price of Carnival Corporation common stock or Carnival plc ordinary shares on the New York Stock Exchange or London Stock Exchange, respectively, on the date of grant. The MTE grant made to Mr. Thamm is are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the Carnival plc ordinary share closing price on the grant date of £41.13 has been converted into euros based on an exchange rate of 1.1629:£1.

(2)

RSUs received have been rounded down to the nearest whole share.

Although considered to be compensation for performance in fiscal 2016, the MTE grants were made in early fiscal 2017 and, in accordance with SEC disclosure rules, are not shown in the “Grants of Plan-Based Awards in Fiscal 2016” table or included in the “Outstanding Equity Awards at 2016 Fiscal Year-End” table, and the grant date fair value of those shares are not reflected in the “Summary Compensation Table.” These grants will be reflected in the executive compensation tables in next year’s Proxy Statement.

F.     TBS Grants Made During Fiscal 2016

TBS grants made during January 2016 were previously discussed in detail in our 2016 Proxy Statement. However, as discussed above, due to SEC disclosure rules, the grant date fair value of the grants detailed below are included in this Proxy Statement’s “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2016” table.

All participants in the Carnival Corporation 2011 Stock Plan and the Carnival plc 2014 Employee Share Plan, including our Named Executive Officers, received restricted shares or RSUs in January 2016 that cliff vest after three years, such vesting being in conformity with the UK Corporate Governance Code.

In January 2016, the Compensation Committees approved the TBS grants to our Named Executive Officers after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors as well as reviewing the scope of the Named Executive Officers’ responsibilities,

 

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fiscal 2015 performance and long-term retention considerations. The TBS grants approved for our Named Executive Officers in January 2016 were as follows:

 

Named Executive Officer    TBS Grants
Restricted Shares/RSUs
(#)
     Grant Date  Fair Value
of TBS Grants
(1)
 

Arnold W. Donald

     38,932       $ 2,099,992   

David Bernstein

     14,831       $ 799,984   

Alan Buckelew

     18,539       $ 999,994   

Stein Kruse

     18,539       $ 999,994   

Michael Thamm

     12,705       648,363   

 

(1)

The grant date fair value of the TBS grants is calculated by reference to the price of Carnival Corporation common stock or Carnival plc ordinary shares on the New York Stock Exchange or London Stock Exchange on the date of grant. The TBS grants made to Mr. Thamm are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the TBS grants made to Mr. Thamm has been converted from sterling into euros based on the January 11, 2016 exchange rate of 1.33:£1.

In accordance with SEC disclosure rules, the TBS grants during fiscal 2016 (based on fiscal 2015 performance) are shown in the “Grants of Plan-Based Awards in Fiscal 2016” table and are included in the “Outstanding Equity Awards at 2016 Fiscal Year-End” table, and the grant date fair value of those shares is reflected in the “Summary Compensation Table.”

Perquisites and Other Compensation

Our Named Executive Officers are provided various perquisites believed by the Compensation Committees to be representative of common practices for executives in their respective countries. Some of Mr. Donald’s and Mr. Thamm’s perquisites and other benefits are provided pursuant to terms of their employment agreements. The Compensation Committees, with the assistance of FW Cook, review perquisites provided to our Named Executive Officers on a periodic basis and take into account each Named Executive Officer’s particular circumstances and overall level of compensation, and believe that perquisites provided by Carnival Corporation & plc continue to be an appropriate element of the overall compensation package used to attract and retain such officers.

The Compensation Committees have approved a policy to establish procedures and controls as to the authorized use of aircraft owned or chartered by Carnival Corporation & plc (the “Aircrafts”). According to the policy, the Aircrafts can only be used for business purposes. Guests may accompany these Executives when traveling. The Compensation Committees have also agreed to allow Mr. Donald to use the Aircrafts a maximum of 30 hours of personal use so long as the incremental cost to Carnival Corporation & plc does not exceed $200,000 per year. Once that threshold is reached, Mr. Donald will reimburse us for those costs. The Compensation Committees determined that the Aircrafts usage policy and levels of usage and costs were consistent with those offered by large multinational companies like Carnival Corporation & plc.

The perquisites received by each Named Executive Officer in fiscal 2016, as well as their incremental cost to Carnival Corporation & plc, are reported in the “Summary Compensation Table” and its accompanying footnotes.

Post-Employment Compensation Obligations

Carnival Corporation & plc does not have any change of control agreements that provide cash severance to our Named Executive Officers upon a change of control of Carnival Corporation & plc, with the exception of the employment agreement with Mr. Donald. Carnival Corporation & plc does not

 

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have employment agreements with any of our Named Executive Officers that provide cash severance benefits in connection with the termination of the executive’s employment, with the exception of employment agreements with Mr. Donald and Mr. Thamm.

Mr. Donald’s employment agreement is subject to renewal annually on October 14th of each year. If Mr. Donald wishes to leave prior to the end of the current term, he would generally need to give at least 60 days’ written notice. The payments to Mr. Donald in the event of termination are set forth in section of the Proxy Statement entitled “Post-Employment Cash Compensation Obligations to Mr. Donald.”

Mr. Thamm’s employment agreement provides that he is generally entitled to an amount equal to one year’s base salary and bonus as compensation for his agreement not to engage in competition with us. The Compensation Committees believe that the severance benefits provided to Mr. Thamm under his employment agreement are reasonable and in accordance with market practice in Italy.

Upon termination of employment for certain circumstances or upon a change of control, our Named Executive Officers may be entitled to retain or receive accelerated vesting of equity grants. Under the terms of the Carnival Corporation 2011 Stock Plan and the Carnival plc 2014 Employee Share Plan, however, the default provision upon a change in control would provide only for a “double trigger” acceleration of equity grants (such that no acceleration would occur unless the participant’s employment were subsequently terminated by Carnival Corporation & plc (or its successor) without cause). These benefits are provided under the terms of the plans pursuant to which the equity grants were made, the grant agreement and under individual agreements with certain Named Executive Officers. However, none of our Named Executive Officers are entitled to receive any tax gross-up payments in respect of their severance benefits or accelerated equity grants. The benefits that our Named Executive Officers may be eligible to receive in connection with the termination of their employment or upon a change of control are described in detail in this Proxy Statement under the heading “Potential Payments Upon Termination or Change of Control.”

The Compensation Committees believe that these arrangements are reasonable and encourage an executive to comply with post-termination non-compete and other restrictive covenants and to cooperate with us both before and after their employment is terminated.

Pensions and Deferred Compensation Plans

As part of the overall compensation program, Carnival Corporation & plc operates various group pension programs for certain of its executives. Under the Carnival Corporation pension programs, base salaries and annual bonuses were used to determine pension benefits.

Until January 1, 2009, Mr. Buckelew received retirement benefits under the Princess Cruises Supplemental Senior Executive Retirement Plan (the “Princess SERP”). As a result of the application of Section 457A, Mr. Buckelew’s benefit under the Princess SERP was frozen as of December 31, 2008 and he has not accrued any additional benefits under the Princess SERP since that date.

In addition, until January 1, 2009, Mr. Bernstein participated in the Carnival Corporation Fun Ship Nonqualified Savings Plan (the “Savings Plan”), which is a nonqualified defined contribution plan whereby certain executives may defer salary and/or bonus amounts into the Savings Plan. Additional information regarding the Savings Plan is described in the narrative immediately following the “Nonqualified Deferred Compensation in Fiscal 2016” table. Information regarding nonqualified deferred compensation for each of our Named Executive Officers is shown in the “Nonqualified Deferred Compensation in Fiscal 2016” table.

Messrs. Donald, Kruse and Thamm do not participate in any pension or defined contribution plans sponsored by Carnival Corporation or Carnival plc.

 

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As a result of Section 457A of the U.S. Internal Revenue Code, Carnival Corporation no longer provides future accruals under the Princess SERP, the Savings Plan or the Salary Deferral Plan to its employees, including our Named Executive Officers.

In lieu of participation in the Savings Plan, the Compensation Committees approved payment of an additional annual bonus directly to these employees in an amount equal to what would have been deposited on behalf of those employees into those plans, less, as described below, any amount Carnival Corporation contributes to the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan (the “401(k) Plan”). These payments are taxable as ordinary income.

Beginning with the 2010 calendar year, the 401(k) Plan was amended and currently allows Messrs. Donald, Bernstein and Buckelew (as well as all other highly compensated employees) to defer a limited amount of compensation into the 401(k) Plan subject to nondiscrimination testing. Similarly, Carnival Corporation shall make a matching contribution to the 401(k) Plan under the plan’s formula, subject to nondiscrimination testing.

Stock Ownership Requirements

Our Boards of Directors and Compensation Committees believe it is important for Executive Officers and Directors to build and maintain a long-term ownership position in Carnival Corporation or Carnival plc shares in order to align their financial interests with those of our shareholders and to encourage the creation of long-term value. Our compensation structure provides for a significant percentage of compensation to be equity-based, which places a substantial portion of compensation at risk over a long-term period. Accordingly, our Section 16 Officers, including our Named Executive Officers, are subject to a stock ownership policy. The policy specifies target ownership levels of Carnival Corporation or Carnival plc shares for each executive expressed in terms of the value of the equity holdings (including unvested restricted shares and RSUs) as a multiple of each Section 16 Officer’s base salary. During fiscal 2016, the Board increased the target ownership level applicable to the Chairman and/or the Chief Executive Officer from five times base salary to six times base salary. The target ownership levels are as follows:

 

Officers    Ownership Target
Multiple of Base Salary

Chairman and/or Chief Executive Officer

   6X salary

Vice Chairman and/or Chief Operating Officer

   4X salary

Other Section 16 Officers

   3X salary

Individuals who are newly designated as Section 16 Officers are expected to be in compliance with the stock ownership policy within five years of the date of becoming a Section 16 Officer. All of our Named Executive Officers have already complied with the stock ownership policy. Our Section 16 Officers are restricted from trading call and put options and entering into any hedging transactions with respect to our shares. Carnival Corporation & plc does not make any commitment to any persons covered by the stock ownership policy that they will receive any particular level of equity-based awards.

The stock ownership policy provides that Section 16 Officers be required to retain at least 50% of the share awards received upon exercise or release after deducting the exercise price (of stock options) and withholding taxes, until their target ownership is achieved.

Impact of Regulatory Requirements on Compensation

In making determinations regarding executive compensation, the Compensation Committees consider relevant issues relating to accounting treatment, tax treatment (both company and individual) and regulatory requirements. The global nature of Carnival Corporation & plc’s operations necessarily

 

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Report of the Compensation Committees

 

means that monitoring these technical issues and considering their potential impact on the appropriate design and operation of executive remuneration programs is an increasingly complex exercise. Technical issues are evaluated in light of Carnival Corporation & plc’s philosophy and objectives for executive compensation and its corporate governance principles, as described earlier in this Compensation Discussion and Analysis.

REPORT OF THE COMPENSATION COMMITTEES

 

The Compensation Committees have reviewed the Compensation Discussion and Analysis and discussed it with the management of Carnival Corporation & plc. Based on its review and discussions with management, the Compensation Committees recommended to our Boards of Directors that the Compensation Discussion and Analysis be incorporated by reference into the Carnival Corporation & plc joint Annual Report on Form 10-K for 2016 and included in the Carnival Corporation & plc 2017 proxy statement. This report is provided by the following independent Directors, who comprise the Compensation Committees:

 

    The Compensation Committee

     of Carnival Corporation

 

The Compensation Committee

of Carnival plc

    Randall J. Weisenburger, Chairman

 

Randall J. Weisenburger, Chairman

    Richard J. Glasier

 

Richard J. Glasier

    Laura Weil

 

Laura Weil

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

The Compensation Committees are comprised entirely of three independent Directors listed above. No member of the Compensation Committees is a current, or during 2016 was a former, officer or employee of Carnival Corporation, Carnival plc or any of their subsidiaries. During 2016, no member of the Compensation Committees had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. In 2016, none of our Executive Officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of Carnival Corporation or Carnival plc.

 

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Compensation Tables

 

COMPENSATION TABLES

 

Although Carnival Corporation and Carnival plc are two separate entities, our business is run by a single management team. The following tables, narrative and footnotes discuss the compensation of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers for the year ended November 30, 2016, who are referred to as the Named Executive Officers. Mr. Thamm’s compensation was payable in euro. These euro amounts have been converted into U.S. dollars at the average U.S. dollar to euro exchange rate for fiscal 2016 of $1.11:1.

Summary Compensation Table

 

Name and

Principal Position

  Fiscal
Year
  Salary
($)
  Stock
Awards
(1)
($)
  Non-Equity
Incentive Plan
Compensation
($)
 

All Other

Compensation(2)
($)

  Total
($)

Arnold W. Donald

      2016         1,000,000         4,598,986         4,041,250         241,584         9,881,820  

    President & CEO

      2015         1,000,000         3,527,949         4,618,950         227,009         9,373,908  
      2014         1,000,000         3,527,992         3,911,400         291,120         8,730,512  

David Bernstein

      2016         700,000         1,641,451         1,448,750         256,949         4,047,150  

    CFO & CAO

      2015         700,000         1,233,472         1,655,850         226,061         3,815,383  
      2014         675,000         3,121,189         1,330,000         122,551         5,248,739  

Alan Buckelew(3)

      2016         825,000         2,096,489         1,677,500         193,453         4,792,442  

    Chief Operations Officer

      2015         825,000         1,586,417         1,917,300         415,890         4,744,607  
      2014         825,000         3,424,196         1,525,000         296,680         6,070,876  

Stein Kruse

      2016         825,000         2,096,489         1,654,400         83,270         4,659,159  

    CEO of the Holland

      2015         825,000         1,586,417         1,510,000         80,308         4,001,725  

    America Group

                       

Michael Thamm

      2016         777,000         1,479,178         1,053,945         214,217         3,524,340  

    CEO of the Costa

      2015         784,000         1,145,869         1,204,000         259,932         3,393,801  

    Group(4)

      2014         938,000         3,429,976         1,675,000         441,707         6,484,683  
(1)

No stock option grants were made in fiscal 2014 through 2016. The amounts included in the “Summary Compensation Table” reflect the grant date fair value, assuming no risk of forfeiture of the grants of Carnival Corporation restricted shares and Carnival plc RSUs made to our Named Executive Officers in fiscal 2016, calculated in accordance with ASC 718. The valuation of share-based grants is discussed in Notes 2 and 13 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2016. The amounts reflect the grant date fair value (100% of target) of the annual PBS grants made in April 2016, calculated in accordance with ASC 718. The grant date fair value of the annual PBS grants assuming maximum performance (being 200% of target) is $4,997,987 for Mr. Donald, $1,682,934 for Mr. Bernstein, $2,192,991 for Mr. Buckelew, $2,192,991 for Mr. Kruse and $1,544,632 for Mr. Thamm. For the proceeds actually received by the Named Executive Officers upon the vesting of restricted shares or RSUs, see the “Option Exercises and Stock Vested for Fiscal 2016” table. For the grant date fair value of equity grants made to our Named Executive Officers as compensation for fiscal 2016, which grants were made in January 2017, see the “Equity Grants Made During Fiscal 2017 as Compensation for Fiscal 2016” table.

(2)

See the “All Other Compensation Table” for additional information.

(3)

Mr. Buckelew served as Chief Operations Officer throughout fiscal 2016. Effective December 1, 2016, he serves as Chief Information Officer.

(4)

Effective December 9, 2016, Mr. Thamm also became CEO of Carnival Asia.

The amounts set forth in the column entitled Stock Awards in the “Summary Compensation Table” do not represent the equity-based compensation granted as compensation for fiscal 2016. As required by SEC rules and as described in Note 1 to the “Summary Compensation Table,” the amounts reported in this column only reflect the PBS and TBS grants made during fiscal 2016. The TBS grants made in January 2016 (based on fiscal 2015 performance) are not reflective of 2016 compensation. The amounts reported in this column do not include value associated with MTE grants made in January 2017 that are described in the Compensation Discussion and Analysis. The MTE grants made to our Named Executive Officers in January 2017 as compensation for fiscal 2016 are as follows:

 

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COMPENSATION

Compensation Tables

 

Equity Grants Made During Fiscal 2017 as Compensation for Fiscal 2016

 

Name    Grant Date  Fair Value
of Stock Awards
(1)
($)
     Option  Awards
($)
 

Arnold W. Donald

     1,601,247         0   

David Bernstein

     609,951         0   

Alan Buckelew

     762,479         0   

Stein Kruse

     751,967         0   

Michael Thamm

     353,833         0   
(1)

The amounts are the full value of the MTE grants on January 17, 2017, the date the grants were made. The value for Carnival plc shares has been converted from sterling into U.S. dollars based on the January 17, 2017 exchange rate of $1.20:£1. The full grant date fair value for a grant is the amount that Carnival Corporation & plc will expense in its financial statements over the grant’s vesting period or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent upon any future performance. The full grant date fair value may not correspond to the actual value that will be realized.

All Other Compensation Table

Each component of the All Other Compensation column in the “Summary Compensation Table” for fiscal 2016 is as follows:

 

Item  

Arnold W.

Donald
($)

   

David

Bernstein
($)

   

Alan

Buckelew
($)

   

Stein

Kruse
($)

    Michael
Thamm
($)
 

Compensation in lieu of Savings Plan profit sharing contribution

    56,190        164,977        123,750                 

Employer contributions to defined contribution plan

    7,950        7,950        7,950        20,271          

Private medical/health insurance costs and premiums(1)

    41,078        57,662        39,784        20,910          

Automobile lease or allowance

    24,000        11,400        11,400        12,000        38,194   

Personal use of Aircrafts(2)

    98,419                               

Other personal air travel

           5,994               18,587          

Tax planning and return preparation fees

    10,070        4,000        8,000                 

Living accommodations and maintenance

                                133,010   

Driver and security

    496                             43,013   

Other(3)

    3,381        4,966        2,569        11,502          
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    241,584        256,949        193,453        83,270        214,217   
(1)

Certain of our Named Executive Officers are eligible to participate in an executive health insurance program, which includes a fully insured plan and a secondary insured plan. Amounts reported represent the cost of the premiums paid on a Named Executive Officer’s behalf under these plans plus the additional costs of medical services rendered during the fiscal year. Named Executive Officers participating in this plan generally have until March 31, 2017 to submit their 2016 claims for reimbursement, and as a result, these amounts may increase. The maximum amount that may be reimbursed in any year under the secondary plan is $20,000.

(2)

Represents the aggregate incremental cost to Carnival Corporation & plc for travel on the Aircrafts not related to company business. The aggregate incremental cost for the use of the Aircrafts for personal travel is calculated by multiplying the hourly variable cost rate for the Aircrafts used by the hours used. The hourly variable cost rate primarily includes fuel, airport handling and other fees, aircraft repairs and maintenance, crew expenses and catering. The hourly variable cost rate is recomputed annually to reflect changes in costs. Fixed costs which do not change based on usage, such as pilots’ salaries, Aircraft depreciation and overhead costs, are excluded.

(3)

Includes the total amount of other benefits provided, none of which individually exceeded $10,000 for the designated Named Executive Officer. These other benefits include: accidental death or dismemberment insurance premiums, disability insurance premiums, life insurance premiums, the opportunity to travel on Carnival Corporation & plc cruise lines for reduced fares, and gross-ups for a portion of income taxes for spousal travel.

 

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COMPENSATION

Compensation Tables

 

Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal 2016 for Non-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement.

Grants of Plan-Based Awards in Fiscal 2016

Equity grants and non-equity awards made to the Named Executive Officers during fiscal 2016 are as follows:

 

          Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)
($)
    Estimated Possible Payouts
Under Equity Incentive Plan
Awards(2)
(#)
   

All Other

Stock
Awards:

Number of
Shares of
Stock or
Units(3)

   

Grant Date

Fair Value
of Stock
Awards(4)

 
Name   Grant Date     Threshold     Target     Maximum     Threshold     Target     Maximum     (#)     ($)  

Arnold W. Donald

      1,325,000        2,650,000        5,300,000             
    1/11/2016                    38,932        2,099,992   
    4/13/2016              23,704        47,407        94,814          2,498,944   

David Bernstein

      475,000        950,000        1,900,000             
    1/11/2016                    14,831        799,984   
    4/13/2016              7,982        15,963        31,926          841,467   

Alan Buckelew

      550,000        1,100,000        2,200,000             
    1/11/2016                    18,539        999,994   
    4/13/2016              10,401        20,801        41,602          1,096,496   

Stein Kruse

      550,000        1,100,000        2,200,000             
    1/11/2016                    18,539        999,994   
    4/13/2016              10,401        20,801        41,602          1,096,496   

Michael Thamm

      499,500        999,000        1,998,000             
    1/11/2016                    12,705        706,862 (5) 
    4/13/2016              7,112        14,223        28,446          772,316 (6) 
(1)

Represents the potential value of the payout of the annual bonuses under the Incentive Plan for fiscal 2016 performance. The Non-Equity Incentive Plan awards were made under the Management Incentive Plan. The actual amount of a Named Executive Officer’s annual bonus paid in fiscal 2017 for fiscal 2016 performance is shown in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column. For a more detailed description of the potential payout under each plan, see the description in the Compensation Discussion and Analysis under the section “2016 Annual Bonuses.”

(2)

Represents the potential number of shares under the annual PBS grants. For a more detailed description of the potential payout under annual PBS grants, see the description in the Compensation Discussion and Analysis under the section “Annual PBS Grants.”

(3)

Represents the number of restricted shares of Carnival Corporation common stock underlying the TBS grants made in fiscal 2016 under the Carnival Corporation 2011 Stock Plan, with the exception of Mr. Thamm who received Carnival plc RSUs under the Carnival plc 2014 Employee Share Plan.

(4)

Represents the full grant date fair values of the stock grants made in fiscal 2016, which were determined based on the assumptions set forth in Notes 2 and 13 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2016 (disregarding estimated forfeitures). The full grant date fair value for a grant is the amount that Carnival Corporation & plc will expense in its financial statements over the grant’s vesting schedule or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent upon future performance. The full grant date fair value may not correspond to the actual value that will be realized.

(5)

The value for Carnival plc shares has been converted from sterling into U.S. dollars based on the January 11, 2016 exchange rate of $1.45:£1.

(6)

The value for Carnival plc shares has been converted from sterling into U.S. dollars based on the April 13, 2016 exchange rate of $1.42:£1.

 

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COMPENSATION

Compensation Tables

 

Narrative Disclosure to the “Summary Compensation Table” and the “Grants of Plan-Based Awards in Fiscal 2016” Table

Employment Agreements

Two of our Named Executive Officers have employment agreements as follows:

 

 

Mr. Donald entered into an employment agreement in October 2013, which was amended in October 2016, setting forth the contractual and economic terms of his post as the President and Chief Executive Officer of Carnival Corporation & plc. The employment agreement is subject to renewal annually. Mr. Donald’s compensation is determined at the discretion of the Boards of Directors.

 

Mr. Thamm entered into an agreement in June 2012, which was last amended in November 2014, setting forth the contractual and economic terms of his post as the Chief Executive Officer of the Costa Group. Mr. Thamm’s compensation is determined at the discretion of the Compensation Committees.

For more detailed information regarding the employment agreements, please refer to the Compensation Discussion and Analysis and the exhibit index to the Carnival Corporation & plc 2016 joint Annual Report on Form 10-K.

Annual Bonus Plans

Annual bonuses for our Named Executive Officers are determined based on the Management Incentive Plan. For more detailed information regarding this plan, please refer to the Compensation Discussion and Analysis and the exhibit index to the Carnival Corporation & plc 2016 joint Annual Report on Form 10-K.

Equity-Based Compensation

In January 2016, the Compensation Committees made TBS grants in the form of restricted shares or RSUs to our Named Executive Officers that cliff vest after three years, in conformity with the UK Corporate Governance Code. The closing price of Carnival Corporation common stock and Carnival plc ordinary shares on January 11, 2016, the grant date, was $53.94 and £38.37, respectively.

The restricted shares have the same rights with respect to dividends and other distributions as all other outstanding shares of Carnival Corporation common stock. RSUs do not receive dividends or have voting rights. Each RSU is credited with dividend equivalents equal to the value of cash and stock dividends paid on Carnival Corporation common stock or Carnival plc ordinary shares. The cash and stock dividend equivalents will be distributed upon the settlement of the RSUs upon vesting.

In accordance with the Compensation Committees’ focus on long-term shareholder return, the Compensation Committees also approved the 2016 annual PBS grants on April 13, 2016 for our Named Executive Officers and other key executives within Carnival Corporation & plc. The PBS grants vest zero to 200% of target. The initial vesting calculation is determined based on the extent to which Carnival Corporation & plc’s annual operating income, as adjusted for fuel price changes and currency exchange rate impacts, for each of the three fiscal years in the 2016-2018 performance cycle exceeds and ROIC growth exceeds the specified performance goals over the three-year performance period. The vesting percentage is then modified up or down by up to 10% at the end of the three year-performance cycle for Carnival Corporation’s TSR rank relative to the Peer Group. The maximum payout is 200% of target.

 

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COMPENSATION

Compensation Tables

 

For further information regarding forfeiture and treatment upon termination or change of control, refer to the section entitled “Potential Payments Upon Termination or Change of Control” below.

Outstanding Equity Awards at Fiscal 2016 Year-End

Our Named Executive Officers do not hold options for either Carnival Corporation or Carnival plc shares. Information with respect to outstanding Carnival Corporation restricted shares and RSUs granted by Carnival Corporation & plc to and held by our Named Executive Officers as of November 30, 2016, except for Mr. Thamm whose RSUs are related to Carnival plc ordinary shares, is as follows:

 

     Stock Awards  
Name    No. of
Shares or
Units of Stock
That Have Not
Vested
(#)
     Market  Value
of Shares or
Units of Stock
That Have
Not Vested
(1)
($)
    

Equity Incentive
Plan Awards:

No. of Unearned
Shares, Units or
Other Rights
That Have
Not  Vested
(#)

     Equity  Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units or
Other Rights
That Have
Not Vested
($)
 

Arnold W. Donald

     50,578 (2)       2,600,215         38,314         3,687,124 (3) 
     45,366 (4)       2,332,266         29,479         3,031,031 (5) 
     38,932 (6)       2,001,494         47,047         2,418,686 (7) 
     216,259 (8)       11,117,875 (8)       
  

 

 

       

 

 

    

TOTAL

     351,135            114,840      

David Bernstein

     14,932 (2)       767,654         28,481         6,237,527 (9) 
     17,282 (4)       888,468         11,631         1,119,302 (3) 
     14,831 (6)       762,462         8,949         920,136 (5) 
           15,963         820,658 (7) 
  

 

 

       

 

 

    

TOTAL

     47,045            65,024      

Alan Buckelew

     9,273 (2)       476,725         28,481         6,237,527 (9) 
     10,801 (4)       555,279         15,736         1,514,344 (3) 
     9,270 (6)       476,571         12,107         1,244,842 (5) 
           20,801         1,069,379 (7) 
  

 

 

       

 

 

    

TOTAL

     29,344            77,125      

Stein Kruse

     24,084 (2)       1,238,158         28,481         6,237,527 (9) 
     21,602 (4)       1,110,559         15,736         1,514,344 (3) 
     18,539 (6)       953,090         12,107         1,244,842 (5) 
           20,801         1,069,379 (7) 
  

 

 

       

 

 

    

TOTAL

     64,225            77,125      

Michael Thamm

     20,870 (2)       1,046,631         27,591         5,894,514 (9) 
     16,552 (4)       830,083         13,015         1,221,793 (3) 
     12,705 (6)       637,156         7,645         766,794 (5) 
           14,223         713,283 (7) 
  

 

 

       

 

 

    

TOTAL

     50,127            62,474      
(1)

Market value of the stock awards is based on the closing price of Carnival Corporation common stock on November 30, 2016 of $51.41, except for the Carnival plc RSUs granted to Mr. Thamm under the Carnival plc 2014 Employee Share Plan and the Carnival plc 2005 Employee Share Plan, which are based on closing price of Carnival plc shares on November 30, 2016 of £40.44, which has been converted into $50.15 based on the November 30, 2016 exchange rate of $1.24:£1.

(2)

Restrictions lapse on January 17, 2017.

(3)

Market value is based on final payout performance of 187.19% on the April 2014 PBS. These grants vest based upon the extent to which annual EBIT, as adjusted for fuel price changes, for each of the three fiscal years in the 2014-2016 performance cycle and ROIC for the three-year performance cycle, exceeded specified performance goals. The TSR modifier had no impact. Additional shares were provided to take into account dividend reinvestment during the period.

 

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COMPENSATION

Compensation Tables

 

(4)

Restrictions lapse on January 12, 2018.

(5)

Market value is based on maximum performance assuming 200% payout on the April 2015 PBS grant as at November 30, 2016. These grants vest zero to 200% of target based upon the extent to which annual Operating Income, as adjusted for fuel price changes and foreign currency exchange rate impacts for each of the three fiscal years in the 2015-2017 performance cycle and ROIC for the three-year performance cycle, exceeds specified performance goals, as modified up or down by up to 10% at the end of the three-year performance cycle for the Carnival Corporation & plc’s total shareholder return rank relative to the Peer Group. If the TSR modifier increase applies, the maximum payout would be 200% of target.

(6)

Restrictions lapse on January 11, 2019.

(7)

Market value is based on maximum performance assuming 100% payout on the April 2016 PBS grant as at November 30, 2016. These grants vest zero to 200% of target based upon the extent to which annual Operating Income, as adjusted for fuel price changes and foreign currency exchange rate impacts for each of the three fiscal years in the 2016-2018 performance cycle and ROIC for the three-year performance cycle, exceeds specified performance goals, as modified up or down by up to 10% at the end of the three-year performance cycle for the Carnival Corporation & plc’s total shareholder return rank relative to the Peer Group. If the TSR modifier increase applies, the maximum payout would be 200% of target.

(8)

Market value reflects the unvested portion of the final performance of 462.80% payout on the special PBS grant to Mr. Donald as at November 30, 2016. This equity incentive award is based on CAGR of Carnival Corporation’s total shareholder return over the three-year period ending October 14, 2016. Mr. Donald earned a total of 432,518 shares, half of which vested on October 18, 2016 and half of which vest on October 14, 2017.

(9)

Market value is based on the final payout performance of 426.00% on the special PBS grant to these Named Executive Officers valued as at November 30, 2016. This equity incentive award is based on CAGR of Carnival Corporation’s total shareholder return over the three-year period ending December 27, 2016. These Named Executive Officers may receive a number of shares valued at up to eight times the initial target value of the grant based on the CAGR growth of the closing price of a share of Carnival Corporation common stock as of the date of grant compared to the 90-day average price of a share of Carnival Corporation common stock as at the end of the three-year period.

Stock Vested for Fiscal 2016

None of our Named Executive Officers exercised options during 2016. The following table provides information for our Named Executive Officers on the number of shares acquired upon the vesting of restricted shares and RSUs and the value realized, each before the payment of any applicable withholding tax and broker commissions.

 

     Stock Awards  
Name    Number of  Shares
Acquired on Vesting
(#)
     Value  Realized
on Vesting
(1)
($)
 

Arnold W. Donald

     274,704         12,592,909   

David Bernstein

     27,269         1,277,569   

Alan Buckelew

     18,264         875,359   

Stein Kruse

     38,756         1,840,676   

Michael Thamm

     20,519         932,970   
(1)

The fair market value of Carnival Corporation shares realized on vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the New York Stock Exchange on the date of vesting. The fair market value of Carnival plc shares realized on vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the London Stock Exchange on the date of vesting. The value for Carnival plc shares has been converted from sterling into U.S. dollars based on the exchange rate on the date of exercise or vesting.

 

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Table of Contents

COMPENSATION

Compensation Tables

 

Pension Benefit in Fiscal 2016

Messrs. Donald, Bernstein, Kruse and Thamm do not participate in any defined benefit pension plans sponsored by Carnival Corporation or Carnival plc. Mr. Buckelew participates in the Princess SERP.

 

Name   Plan Name   Number of  Years
Credited Service
(1)
(#)
    Present  Value of
Accumulated Benefit
(2)
($)
    Payments  During Last
Fiscal Year
(3)
($)
 

Arnold W. Donald

  None                     

David Bernstein

  None                     

Alan Buckelew

  Princess SERP     15        5,588,444        0   

Stein Kruse

  None                     

Michael Thamm

  None                     
(1)

Credited service for benefit calculation purposes under the Princess SERP is limited to 15 years, while actual credited service to Mr. Buckelew exceeds this amount.

(2)

The present value of accumulated benefit was calculated based on the interest rate assumption disclosed in Note 13 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2016, which was used to calculate the fiscal 2016 year-end liability for the plan. The Princess SERP benefit is assumed payable as a lump sum at the later of age 65 or current age. The Princess SERP 2017 lump sum was calculated using a 4.49% interest rate and the RP-2000 mortality table projected to 2017. The future payments are then discounted to current age using an interest rate of 1.25%. Due to taxation issues created by the adoption of Section 457A, benefits accrued as of December 31, 2008 under the Princess SERP will be paid as a lump sum on December 31, 2017.

(3)

Mr. Buckelew has not accrued or received (and is not entitled to accrue) any additional benefits under the Princess SERP after December 31, 2008.

Carnival Corporation & plc operate various group pension programs for their executives in which our Named Executive Officers also participate. Under the Carnival plc pension plans, in line with UK best practice, pension benefits are based solely on base salary and no other elements of compensation are taken into account when determining pension benefits. Under the Carnival Corporation pension programs, base salaries and annual bonuses are used to determine pension benefits.

The Princess SERP is unfunded and is not qualified for U.S. tax purposes. The Princess SERP provides a benefit equal to 65% of the highest base salary earned by Mr. Buckelew during any consecutive 60-month period offset by the actuarial equivalent of any benefits accrued as of December 31, 2008 under any other retirement plan maintained by Princess Cruise Lines, Ltd., or any affiliate (or predecessor) and Social Security benefits. Mr. Buckelew is vested in his benefit in the Princess SERP. As a result of the adoption of Section 457A, Mr. Buckelew’s benefits under the Princess SERP were frozen as of December 31, 2008 and Mr. Buckelew has not been entitled to accrue any additional benefits under the Princess SERP since that date. Benefits under the Princess SERP are generally paid in the form of a monthly annuity commencing on the later of (i) the first day of the first month following the participant’s separation from service or (ii) the participant’s earliest commencement date, which is a date elected in advance by the participant that must be no earlier than the date the participant turns age 55 and no later than the date the participant turns 65. However, as a result of the adoption of Section 457A, any benefits accrued under the Princess SERP that remain unpaid as of December 31, 2017 will be paid in a single lump sum payment on December 31, 2017.

 

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COMPENSATION

Compensation Tables

 

Nonqualified Deferred Compensation in Fiscal 2016

 

Name   Executive
Contributions
in Last FY
($)
    Registrant
Contributions in Last
FY
($)
    Aggregate
Earnings in Last
FY
($)
    Aggregate
Withdrawals/
Distributions
($)
    Aggregate  Balance
at Last
FYE
($)
 

Arnold W. Donald

                                  

David Bernstein

                  7,805               201,617   

Alan Buckelew

                                  

Stein Kruse

                                  

Michael Thamm

                                  

Carnival Corporation has established the Savings Plan, which is a nonqualified defined contribution plan for U.S. tax purposes. Until December 31, 2008, Mr. Bernstein could defer salary and/or bonus amounts into the Savings Plan. As described in the section of the Compensation Discussion and Analysis entitled “Impact of Regulatory Requirements on Compensation,” effective January 1, 2009, he could no longer defer any salary or bonus amounts into the Savings Plan. Although the Savings Plan is unfunded, Carnival Corporation has established a “rabbi trust” that holds any executive deferrals and company contributions to the Savings Plan.

Benefits are paid based on the participant’s form and timing elections made in accordance with applicable Section 409A Treasury Regulations. Benefits are based on the participant’s deferrals of cash compensation and associated earnings and losses based on the investment allocation selected by the participant. The investment options available to participants in the Savings Plan are identical to those available to participants in the 401(k) Plan, except for the Standard & Poor’s index fund and money market investment options. A participant may change his or her investment allocation at any time.

For every dollar Mr. Bernstein deferred into the Savings Plan prior to January 1, 2009, Carnival Corporation matched 50% up to the lower of (i) 50% of the U.S. Internal Revenue Service qualified plan limitation or (ii) 6% of his eligible pay. “Eligible pay” includes regular pay (before any pre-tax contributions from his pay and taxes) and bonus. Carnival Corporation also made profit sharing contributions into the Savings Plan based upon his eligible pay and years of service according to the following schedule:

 

Years of Service   

Award

(% of Eligible Pay)

Less than 2

   0%

2-5

   1%

6-9

   2%

10-13

   3%

14-16

   5%

17-19

   7%

20-22

   9%

23-25

   12%

26 and over

   15%

Following the promulgation of Section 457A, salary and bonus deferrals into the Savings Plan are no longer permitted. As a result, Messrs. Donald, Bernstein and Buckelew and all other Savings Plan participants and those who are deemed highly compensated employees under IRS regulations are paid the equivalent of their annual matching award (less any amount actually contributed by Carnival Corporation to the 401(k) Plan on their behalf as a matching contribution) and profit sharing

 

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COMPENSATION

Potential Payments Upon Termination or Change of Control

 

contribution as additional cash compensation. The effect of this provision will result in no additional benefit for Messrs. Donald, Bernstein and Buckelew and will not result in a material incremental cost to Carnival Corporation. As of November 30, 2016, Messrs. Donald, Bernstein and Buckelew had 4, 19 and 39 years of service, respectively.

Additional information with respect to pension plan arrangements for Carnival plc for the year ended November 30, 2016 is included in Part I of the Carnival plc Directors’ Remuneration Report included in this Proxy Statement as the Compensation Discussion and Analysis and Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

 

Each of our Named Executive Officers may be eligible to receive certain payments and benefits in connection with termination of employment under various circumstances. The potential benefits payable to our Named Executive Officers in the event of termination of employment under various scenarios on November 30, 2016 are described below.

In addition to benefits described below, our Named Executive Officers will be eligible to receive any benefits accrued under Carnival Corporation & plc broad-based benefit plans, such as distributions under life insurance and disability benefits and accrued vacation pay, in accordance with those plans and policies. These benefits are generally available to all employees. Mr. Bernstein will also be eligible to receive any account balances at the fiscal 2016 year-end under our nonqualified deferred compensation plans and programs as set forth in the “Nonqualified Deferred Compensation in Fiscal 2016” table in accordance with his payout election. Mr. Buckelew will also be eligible to receive any vested benefits under our pension programs upon termination of employment in accordance with the Princess SERP. Mr. Bernstein and Mr. Buckelew are fully vested in these benefits, which are described in the “Pension Benefits in Fiscal 2016” table and the description that follows that table. There are no special or enhanced executive benefits under our pension and nonqualified deferred compensation plans and programs.

Cash Severance Benefits

It is the policy of the Compensation Committees for Executive Officers to have notice periods of not more than 12 months in duration. The Compensation Committees may make an exception to this practice where they believe doing so would be in the best interests of Carnival Corporation and Carnival plc and their shareholders. The Compensation Committees will continue to consider the individual circumstances of each case taking account of best practice in the UK and the U.S. and the expected cost to Carnival Corporation & plc of any termination of an executive’s employment arrangements.

Accordingly, Messrs. Bernstein, Buckelew and Kruse have no employment agreements and no entitlement to severance except for possible retention of unvested restricted share grants depending on the circumstances of their separation of employment discussed below.

Messrs. Donald and Thamm are our only Named Executive Officers with employment agreements providing cash severance and other benefits. The table below details the various payments associated with certain termination events. Payment outcomes associated with the treatment of equity is detailed below in the section entitled “Potential Value of Equity Grants upon Termination of Employment or Change of Control.”

 

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COMPENSATION

Potential Payments Upon Termination or Change of Control

 

Post-Employment Cash Compensation Obligations to Mr. Donald. Upon termination of Mr. Donald’s employment, he will be entitled to certain payments as follows:

 

Reason for  Termination    Payment Type
By the company for cause    All amounts earned or accrued through the termination date
By Mr. Donald, other than for good reason    All amounts earned or accrued through the termination date
Because of death or disability    Benefits or payments under any applicable disability or life insurance benefit plans
By Mr. Donald other than for cause, death or disability or for good reason   

•  Severance pay equal to one times his base salary and target bonus for the year of termination

•  Continued medical, dental, group life, accidental death or dismemberment, and disability insurance premiums for up to 18 months (“Post-Employment Benefits”)

Following a change in control event   

•  Severance pay equal to two times the sum of his base salary and target bonus for the year of termination

•  Post-Employment Benefits

 

Post-Employment Compensation Obligations to Mr. Thamm. Mr. Thamm is eligible to receive 12 months of base salary plus his target bonus if his employment is terminated, as compensation for his non-competition and non-solicitation obligations.

Estimated Cash and Benefit Payments Upon Termination of Employment

The following table quantifies the cash compensation or value of benefits that Messrs. Donald and Thamm would receive upon termination of employment. The amounts shown assume the event that triggered the treatment occurred on November 30, 2016. The table does not include amounts they would be entitled to without regard to the circumstances of termination, such as earned or accrued compensation.

 

Name   Benefit   Termination
without Cause
($)
  Voluntary
Termination
(without
Good
Reason)
($)
  Voluntary
Termination
(with Good
Reason)
($)
  Death or
Disability
($)
  Change
of
Control
($)

Arnold W. Donald  

  Separation Payment       3,650,000         0         3,650,000         0         7,300,000  
 

Post-Employment Benefits

      68,473         0         68,473         0         68,473  
     

 

 

         

 

 

         

 

 

 
 

TOTAL

      3,718,473             3,718,473             7,368,473  

Michael Thamm

  Non-Competition Compensation(1)       1,776,000         1,776,000         1,776,000         1,776,000         1,776,000  
     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
 

TOTAL

      1,776,000         1,776,000         1,776,000         1,776,000         1,776,000  
(1)

These amounts would be payable in euro. Mr. Thamm’s potential non-competition compensation has been converted into U.S. dollars using the average U.S. dollar to euro exchange rate for fiscal 2016 of $1.11:1.

Equity-Based Compensation

Vesting of restricted shares and RSUs upon termination of a Named Executive Officer’s employment is dependent upon the reasons his employment is terminated, the terms of the respective equity plan and the associated equity grant agreement. Equity grants made to our Named Executive Officers are subject to the same terms as all other participants generally, except as described below.

 

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COMPENSATION

Potential Payments Upon Termination or Change of Control

 

Carnival Corporation 2011 Stock Plan. All our Named Executive Officers except Mr. Thamm received equity grants under the Carnival Corporation 2011 Stock Plan. The terms of the Carnival Corporation 2011 Stock Plan and the equity grant agreements applicable to participants generally provide that upon termination for death or disability, all unvested equity grants will immediately vest. The terms of the restricted share grants to Named Executive Officers provide that if their employment is terminated without cause or they voluntarily terminate due to a diagnosis of a terminal medical condition, the restricted share grants will continue to vest according to their original vesting schedule. For the purposes of the agreement, “cause” is defined as any action or inaction which constitutes fraud, embezzlement, misappropriation, dishonesty, breach of trust, a felony or moral turpitude, as determined by the Boards of Directors.

Upon retirement, restricted share grants continue to vest according to their terms as though employment had not ended; provided, however, that as each participant reaches retirement age, 50% of the grant will immediately vest, if such participant becomes subject to tax withholding at that time. Retirement is defined as voluntary termination of an employee being at least 60 years of age with 15 years of service or at least 65 years of age with five years of service. Upon involuntary termination within 12 months after a change of control, the restricted period on all restricted shares and RSUs immediately expires.

Change of control means the occurrence of any of the following:

 

 

the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of common stock of Carnival Corporation or (B) the combined voting power of the then outstanding voting securities of Carnival Corporation and Carnival plc entitled to vote generally in the election of Directors, except that this provision does not apply to affiliated companies or the Arison family,

 

incumbent Directors cease to constitute at least a majority of the Boards of Directors,

 

the dissolution or liquidation of Carnival Corporation,

 

the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival Corporation, or

 

the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving Carnival Corporation that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction.

All of the equity grants made to participants, including our Named Executive Officers, contain clawback and forfeiture provisions in the event of a violation of confidentiality or non-compete provisions (which restrict them from competing with Carnival Corporation & plc for the remainder of the award’s vesting period) or fraud or conduct contributing to any financial restatements or irregularities.

Pursuant to the terms of his employment agreement, Mr. Donald received a special PBS grant in October 2013, which matured in October 2016. In October 2016, 50% of the earned shares were released from restriction. The remaining 50% of the earned shares will remain restricted until October 2017. In the event Mr. Donald’s employment is terminated without cause or by Mr. Donald for good reason or in the event of a change in control, the restricted earned shares will vest in full.

The other Named Executive Officers received a special PBS grant in December 2013. The terms of the special PBS grant provide that if the executive’s employment is terminated without cause, he will vest in the target number of shares underlying the special PBS grant on a pro-rata basis as of the date of termination. In addition, in the event of a change in control, the special PBS grant would be pro-rated as of the date of the change in control. After the number of earned shares is known, in the event the

 

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Potential Payments Upon Termination or Change of Control

 

Named Executive Officer’s employment is terminated without cause or in the event of a change in control, the earned shares will vest in full.

Carnival plc Employee Share Plans. Mr. Thamm is the only Named Executive Officer who received grants under the Carnival plc 2014 Employee Share Plan and the predecessor Carnival plc 2005 Employee Share Plan. Mr. Thamm receives the same treatment under the plans as other participants generally, except that if his employment is terminated without cause or he voluntarily terminates due to diagnosis of a terminal medical condition, all RSU grants will continue to vest according to their original vesting schedule. All grants vest upon termination of employment for death or disability. Upon retirement, all TBS grants will continue to vest according to their terms as if the employment had not been terminated. Retirement is defined as voluntary termination of an employee being at least 60 years of age with 15 years of service or at least 65 years of age with five years of service. Upon a change of control, all grants will vest.

Change of control is defined to mean the occurrence of any of the following:

 

 

a person (either alone or together with any person acting in concert with him) obtaining control of Carnival plc as a result of a general offer or otherwise for the whole of the share capital of Carnival plc (other than those shares which are already owned by him and/or any person acting in concert with him),

 

the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of Carnival plc or (B) the combined voting power of the then outstanding voting securities of Carnival plc entitled to vote generally in the election of Directors, except that this provision does not apply to affiliated companies or members of the Arison family,

 

incumbent Directors cease to constitute at least a majority of the Boards of Directors,

 

a person becoming bound or entitled to give notice under sections 428 to 430F of the Companies Act 2006 to acquire shares,

 

a court directing that a meeting of the holders of shares be convened pursuant to section 425 of the Companies Act 2006 for the purposes of considering a scheme of arrangement of Carnival plc or its amalgamation with any other company or companies and the scheme of arrangement being approved by the shareholders’ meeting or sanctioned by the court,

 

notice being duly given of a resolution for the voluntary winding-up of Carnival plc,

 

the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival plc, or

 

the completion of a reorganization, recapitalization, merger, consolidation, share exchange or similar form of corporate transaction involving Carnival plc that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction.

All of the equity grants made to our Named Executive Officers contain confidentiality and non-compete provisions that restrict them from competing with Carnival plc. If they breach either of these provisions, they will forfeit the right to receive all unvested and unexercised equity grants.

Potential Value of Equity Grants Upon Termination of Employment or Change of Control

The following table details the value of all outstanding restricted share and RSU grants that would have become vested, or that could have continued to vest, subject to any non-compete and confidentiality requirement, for termination of employment or upon a change of control as of November 30, 2016. The true value of these equity grants for future vesting periods is subject to market fluctuations occurring over time.

 

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Potential Payments Upon Termination or Change of Control

 

Estimated Potential Value of Equity Grants(1)(2)

 

Name   Termination
without Cause
($)
 

Retirement
or Voluntary
Termination

(without
Good
Reason)
($)

 

Voluntary
Termination

(with Good
Reason)
($)

 

Death or
Disability

($)

 

Voluntary
Termination
upon
Diagnosis of

Terminal
Medical
Condition
($)

 

Change of

Control(3)
($)

Arnold W. Donald

      18,051,850                 11,117,875         21,839,757         6,933,975         23,974,282  

David Bernstein

      2,418,583                         5,023,552         2,418,583         5,761,467  

Alan Buckelew

      1,508,575         1,508,575                 4,515,235         1,508,575