8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) January 14, 2019

Carnival Corporation	Carnival plc
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
Republic of Panama	England and Wales
(State or other jurisdiction of incorporation)	(State or other jurisdiction of incorporation)
001-9610	001-15136
(Commission File Number)	(Commission File Number)
59-1562976	98-0357772
I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
3655 N.W. 87th Avenue Miami, Florida 33178-2428	Carnival House, 100 Harbour Parade, Southampton SO15 1ST, United Kingdom
(Address of principal executive offices) (Zip code)	(Address of principal executive offices) (Zip code)
(305) 599-2600	011 44 23 8065 5000
(Registrant’s telephone number, including area code)	(Registrant’s telephone number, including area code)
None	None
(Former name or former address, if changed since last report.)	(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth companies ☐

If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 14, 2019, Katie Lahey was appointed to the Carnival Corporation and Carnival plc boards of directors. Ms. Lahey will also serve on the Audit Committees of each of the boards of directors. Since 2011, Ms. Lahey has been the Executive Chair, Australasia for Korn Ferry, a leadership and talent firm. She is also Chair of the Tourism & Transport Form, Australia’s tourism and transportation industry group, and a non-executive member of the board of directors of Star Entertainment Group, which owns and operates integrated resort destinations in Australia.

Ms. Lahey will be entitled to the compensation we offer our other non-executive directors, including annual retainers and equity compensation in the form of Carnival Corporation restricted stock or restricted stock units. For more information on the compensation of our directors, please refer to our disclosures under the heading “Director Compensation” in our 2018 Annual Proxy Statement.

A copy of the press release announcing Ms. Lahey’s appointment is attached hereto as exhibit 99.1, and is hereby incorporated by reference.

Section 9 – Financial Statements and Exhibits.

Item 9.01 – Financial Statements and Exhibits.

(d)    Exhibits.

99.1 Press release dated January 15, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Carnival Corporation		Carnival plc
By:	/s/ Arnaldo Perez	By:	/s/ Arnaldo Perez
Name:	Arnaldo Perez	Name:	Arnaldo Perez
Title:	General Counsel & Secretary	Title:	General Counsel & Company Secretary
Date:	January 16, 2019	Date:	January 16, 2019

EX-99.1

Exhibit 99.1

CARNIVAL CORPORATION & PLC NAMES KATIE LAHEY TO BOARD OF DIRECTORS

MIAMI, Jan. 15, 2019/PRNewswire/ – Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today announced that on January 14, 2019, Katie Lahey, executive chair, Australasia, for Korn Ferry, has been appointed to the company’s boards of directors, effective immediately. The announcement was made following the meeting of the company’s boards of directors held yesterday in Miami, Florida.

In addition to her seven-year role with leadership and talent firm, Korn Ferry (NYSE:KFY), Lahey is also chairman of the Tourism & Transport Forum Australia, and a non-executive director of Star Entertainment Group (ASX: SGR). She previously served as executive chair of Carnival Australia, a division of Carnival plc, from 2006 to 2013.

Katie’s board experience spans 25 years, with outstanding networks at the highest levels of government and business throughout Australia and New Zealand. She was named one of Australia’s 50 Most Powerful Women in Business by The Australian magazine in 2015. A seasoned executive with 30 years of experience in tourism, government, retail, talent sourcing, cultural transformation and the arts, Lahey will serve in a non-executive capacity on Carnival Corporation’s 12-member boards of directors. She will also serve on the Audit Committees.

“We are very pleased to welcome Katie who brings an extraordinary record of achievement and deep expertise in tourism, government, retail and entertainment to our boards of directors,” said Micky Arison, Carnival Corporation & plc chairman. “Katie previously held chief executive roles in the public and private sectors and is also a strong advocate for greater representation of women in executive roles. We are looking forward to working closely with her.”

As Executive Chairman, Australasia, for Korn Ferry, Lahey has P&L responsibility for Australia and New Zealand, which has grown under her leadership. She oversaw the integration of the Hay Consulting Group in Australasia, which was acquired by Korn Ferry in 2016. Previously she was CEO of the Business Council of Australia, State Chamber of Commerce, Sydney City Council and, Chairman and CEO of the Victorian Tourism Commission. Lahey earned a Master of Business Administration from Melbourne University Business School.

In addition, the boards announced that Jason Glenn Cahilly will step down from his position as a member of the Audit Committees to accept the appointment to the Health, Environmental, Safety & Security Committees of the boards effective April 1, 2019.

There is no other information required to be disclosed pursuant to LR9.6.13R in respect of Lahey.

###

About Carnival Corporation & plc

Carnival Corporation & plc is the world’s largest leisure travel company and among the most profitable and financially strong in the cruise and vacation industries, with a portfolio of nine of the world’s leading cruise lines. With operations in North America, Australia, Europe and Asia, its portfolio features Carnival Cruise Line, Princess Cruises, Holland America Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.

Together, the corporation’s cruise lines operate 105 ships with 242,000 lower berths visiting over 700 ports around the world, with 20 new ships scheduled to be delivered through 2025. Carnival Corporation & plc also operates Holland America Princess Alaska Tours, the leading tour company in Alaska and the Canadian Yukon. Traded on both the New York and London Stock Exchanges, Carnival Corporation & plc is the only group in the world to be included in both the S&P 500 and the FTSE 100 indices.

With a long history of innovation and providing guests with extraordinary vacation experiences, Carnival Corporation has received thousands of industry awards – including recognition by the Consumer Technology Association™ as a CES^® 2019 Innovation Awards Honoree for OceanMedallion™. A revolutionary wearable device that contains a proprietary blend of communication technologies, OceanMedallion enables the world’s first interactive guest experience platform transforming vacation travel on a large scale into a highly personalized level of customized service. The prestigious CES Innovation Awards honor outstanding design and engineering in consumer technology products.

Additional information can be found on www.carnival.com, www.princess.com, www.hollandamerica.com, www.seabourn.com, www.pocruises.com.au, www.costacruise.com, www.aida.de, www.pocruises.com, and www.cunard.com.

MEDIA CONTACT	INVESTOR RELATIONS CONTACT
Roger Frizzell	Beth Roberts
+1 (305) 406 7862	+1 (305) 406 4832