SEC Filings

CARNIVAL CORP filed this Form DEF 14A on 03/07/2019
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Table of Contents


Questions Applicable to all Shareholders



Directors, requires the approval of a majority of the combined votes cast at both Annual Meetings. Abstentions and broker non-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present.

If you are a beneficial owner of Carnival Corporation common stock and do not provide the shareholder of record with voting instructions, your shares may constitute broker non-votes.

Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because:



the broker has not received voting instructions from the beneficial owner; and


the broker lacks discretionary voting power to vote such shares.

Accordingly if you are a beneficial owner of shares held through intermediaries such as brokers, banks and other nominees, such intermediaries are not permitted to vote without specific instructions from you unless the matter to be voted on is considered “routine.” In this Proxy Statement, Proposals 15 and 16 (the re-appointment and remuneration of independent auditors of Carnival plc and the ratification of independent registered public accounting firm of Carnival Corporation), Proposal 17 (the receipt of accounts and reports of Carnival plc), Proposal 18 (allotment of new shares by Carnival plc), Proposal 19 (disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc) and Proposal 20 (general authority for Carnival plc to buy back Carnival plc ordinary shares) are considered “routine,” and therefore, brokers are permitted to vote on these proposals without receiving voting instructions from you. On each of the other proposals (the election or re-election of Directors in Proposals 1-12, the approval of the fiscal 2018 compensation of our Named Executive Officers in Proposal 13, and approval of the Carnival plc Directors’ Remuneration Report in Proposal 14), your broker, bank or other nominee will not be permitted to vote your shares without receiving voting instructions from you.



Generally, what are procedural resolutions?



Procedural resolutions are resolutions of a procedural or technical nature that do not adversely affect the shareholders of the other company in any material respect and are put to the shareholders at a meeting. The special voting shares do not represent any votes on “procedural resolutions.” The Chair of each of the meetings will determine whether a resolution is a procedural resolution.

To the extent that such matters require the approval of the shareholders of either company, any of the following will be procedural resolutions:



that certain people be allowed to attend or be excluded from attending the meeting;


that discussion be closed and the question put to the vote (provided no amendments have been raised);


that the question under discussion not be put to the vote (where a shareholder feels the original motion should not be put to the meeting at all, if such original motion was brought during the course of that meeting);


to proceed with matters in an order other than that set out in the notice of the meeting;


to adjourn the debate (for example, to a subsequent meeting); and


to adjourn the meeting.



Where can I find the voting results of the Annual Meetings?



The voting results will be announced to the media and the relevant stock exchanges and posted on our website at and, after both Annual Meetings


78            LOGO Carnival Corporation & plc 2019 Proxy Statement