SEC Filings

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


Table of Contents

 

QUESTIONS AND ANSWERS

 

QUESTIONS APPLICABLE TO ALL SHAREHOLDERS

 

 

Q:

What information is contained in these materials?

 

A:

The information included in this Proxy Statement relates to the proposals to be voted on at the Annual Meetings, the voting process, the compensation of Directors and certain executive officers and certain other information required by rules promulgated by the SEC and the New York Stock Exchange applicable to both companies. We have attached as Annexes A, B and C to this Proxy Statement information that Carnival plc is required to provide to its shareholders under applicable UK rules.

 

Q:

What proposals will be voted on at each of the Annual Meetings?

 

A:

The proposals to be voted on at each of the Annual Meetings are set out in the Notices of Meetings included with this Proxy Statement.

 

Q:

What is the voting recommendation of the Boards of Directors?

 

A:

Your Boards of Directors recommend that you vote your shares “FOR” Proposals 1 through 20.

 

Q:

How does the DLC arrangement affect my voting rights?

 

A:

On most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. These matters are called “joint electorate actions.” Combined voting is accomplished through the special voting shares that have been issued by each company. Certain matters specified in the organizational documents of Carnival Corporation and Carnival plc where the interests of the two shareholder bodies may diverge are called “class rights actions.” The class rights actions are voted on separately by the shareholders of each company. If either group of shareholders does not approve a class rights action, that action generally cannot be taken by either company. All of the proposals to be voted on at the Annual Meetings are joint electorate actions, and there are no class rights actions.

 

Q:

Generally, what actions are joint electorate actions?

 

A:

Any resolution to approve an action other than a class rights action or a procedural resolution (described below) is designated as a joint electorate action. The actions designated as joint electorate actions include:

 

   

the appointment, removal, election or re-election of any Director of either or both companies;

   

if required by law, the receipt or adoption of the annual accounts of both companies;

   

the appointment or removal of the independent auditors of either company;

   

a change of name by either or both companies; or

   

the implementation of a mandatory exchange of Carnival plc ordinary shares for Carnival Corporation common stock based on a change in tax laws, rules or regulations.

The relative voting rights of Carnival plc ordinary shares and Carnival Corporation common stock are equalized based on a ratio which we refer to as the “equalization ratio.” Based on the current equalization ratio of 1:1, each share of Carnival Corporation common stock has the same voting rights as one Carnival plc ordinary share on joint electorate actions.

 

76            LOGO Carnival Corporation & plc 2019 Proxy Statement