SEC Filings

DEF 14A
CARNIVAL CORP filed this Form DEF 14A on 03/07/2019
Entire Document
 


Table of Contents

ANNEX B

 

regarding the Compensation Committees (including the number of meetings of the Compensation Committees held in fiscal 2018 and the attendance of the members at such meetings) can be found in the Carnival plc Corporate Governance Report attached as Annex C to the Proxy Statement.

Details of the Compensation Committees’ process for making compensation determinations, including the advice provided by internal colleagues and external advisors are set out in Part I. As stated in Part I, Frederic W. Cook & Co., Inc. (together with its UK affiliated firm, FIT Remuneration Consultants LLP, which is a member of the Remuneration Consultants Group, the UK professional body, and complies with its code of conduct) were appointed by the Compensation Committees as their external advisors. The advisors were appointed following a tender process and are subject to an ongoing periodic review by the Compensation Committees of their independence and quality. They provide no other services to Carnival Corporation & plc and, accordingly, are considered independent by the Compensation Committees and to provide objective advice. During fiscal 2018, the Compensation Committees also engaged Willis Towers Watson to assist the Compensation Committees with the CEO Pay Ratio calculation and disclosure.

Frederic W. Cook & Co., Inc., FIT Remuneration Consultants LLP and Willis Towers Watson have each provided their written consent to the form and content of their references in the Carnival plc Directors’ Remuneration Report and the Proxy Statement.

Fees paid to the Compensation Committees’ external advisors in fiscal 2018 were $400,862, such fees being charged on these firms’ standard terms of business for advice provided.

 

  2.4

Shareholder Voting on Remuneration Matters (not audited)

The Annual Meetings of Shareholders of Carnival Corporation and Carnival plc were held on April 11, 2018. The results of the shareholder vote on remuneration matters were as follows:

 

     For            Against            Withheld             Broker
Non-Votes
 
 Proposal   

No. of

Votes

     %           

No. of

Votes

     %           

No. of

Votes

           

No. of

Votes

 

To approve the fiscal 2017 compensation of the Named Executive Officers of Carnival Corporation & plc

     535,536,619        92.4       %        44,057,504        7.6       %        495,992           33,883,642  

To approve the Directors’ Remuneration Report (as set out in the annual report for the year ended November 30, 2017

     537,286,835          92.7       %        42,312,414            7.3       %        490,866           33,883,642  

The last shareholder vote on the Carnival plc Directors’ Remuneration Policy was held during the April 5, 2017 Annual Meetings of Shareholders of Carnival Corporation and Carnival plc, and the results of that vote were as follows:

 

     For            Against            Withheld             Broker
Non-Votes
 
 Proposal   

No. of

Votes

     %           

No. of

Votes

     %           

No. of

Votes

           

No. of

Votes

 

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

     525,332,257        88.89       %        65,654,329        11.11       %        595,895           26,261,748  

 

Carnival plc Directors’ Remuneration Report – Part II  

 

    B-7