REG-Carnival PLC: Update on Response to 2022 Annual Meetings Outcome

CarnivalAnnouncement

06/10/2022 07:15

Update on Response to 2022 Annual Meetings Outcome

MIAMI, October 6, 2022 – Carnival Corporation & plc (NYSE/LSE: CCL; NYSE:
CUK) held their annual meetings of shareholders on April 8, 2022 (the
“Annual Meetings”) where all of the resolutions recommended by the Boards
of Directors were passed.  The advisory votes to approve Executive
Compensation and the Carnival plc Directors’ Remuneration Report
(Resolutions 13 and 14) each passed with the support of approximately 64% of
the votes cast.

In response to the vote outcome and in accordance with our regular investor
engagement program, the Compensation Committees sought feedback from a number
of our institutional shareholders, following the Annual Meetings.  The Chair
of the Compensation Committees and representatives of management held
discussions with shareholders regarding the reasoning for votes cast on
Resolutions 13 and 14. Information gathered during these conversations
complemented feedback gathered in discussions with shareholders in the weeks
prior to the Annual Meetings. The Compensation Committees analyzed the
feedback provided by shareholders during both engagement periods and
understand that the votes cast against Resolutions 13 and 14 primarily
reflected:
* A preference for the annual incentive program to return to using
pre-determined, quantitative performance criteria;
* A preference for at least a portion of equity grant awards to require
achievement of pre-determined performance criteria in order to vest; and
* A preference for disclosure in the Carnival plc Directors’ Remuneration
Report and the Compensation Discussion and Analysis included in the Proxy
Statement to provide greater detail regarding how the Compensation Committees
ensured rigor and evaluated individual performance against qualitative
performance criteria, as well as further detail on the Compensation
Committees’ decisions for the fiscal year.
Given the continued progress toward returning to service in 2022, the
Committees are returning to our historical practice of utilizing quantitative
performance criteria for all fiscal 2022 annual bonuses and equity grants to
our executive officers who receive this type of compensation, and are
committed to continuing a quantitative performance-based incentive program in
2023. Additionally, we intend to enhance disclosure in the Carnival plc
Directors’ Remuneration Report and the Compensation Discussion and Analysis
in the 2023 Proxy Statement pertaining to incentive plan targets and
performance evaluation as well as the Compensation Committees’ actions and
decisions. The Compensation Committees believe that the approach being taken
appropriately aligns the interests of our executives with those of our
shareholders and responds to shareholder feedback.

Additional information regarding the meetings with shareholders and the
Compensation Committees’ actions to address feedback received will be
provided in the next Carnival plc Directors’ Remuneration Report in the 2023
Proxy Statement. The Boards value the perspectives of shareholders and
appreciate the opportunity to engage in productive dialogue with shareholders.
We look forward to continued discussions in advance of the 2023 Annual
Meetings.   

Carnival Corporation & plc Media Contacts: Roger Frizzell, Carnival
Corporation, rfrizzell@carnival.com, (305) 406-7862; Mike Flanagan, LDWW,
mike@ldwwgroup.com, (727) 452-4538

Carnival Corporation & plc Investor Relations Contact:  Beth Roberts,
Carnival Corporation, eroberts@carnival.com, (305) 406-4832



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