SEC Filings

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


Table of Contents

COMPENSATION

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.

 

LOGO Carnival Corporation & plc 2019 Proxy Statement  

 

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