SEC Filings

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

Table of Contents


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




  2018 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 based on a target multiple of 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 charter of the Compensation Committees to ensure best practices and priorities



  What we don’t do  






Provide guaranteed minimum bonuses





Reload, reprice or back-date stock options





Provide tax gross-ups on compensation or benefits, other than for spousal travel





Pay dividends on unvested or unearned performance-based share grants





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


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 2018, shareholders approved our “say-on-pay” proposal with 92.4% 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 a result of the 2018 “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 2019, as well as other shareholder input, when reviewing executive compensation programs and policies.


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