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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Carnival Corporation
Carnival plc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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				OUR COMPANY
	Carnival Corporation & plc (NYSE: CCL and CUK; LSE: CCL) is the largest global cruise company and among the largest leisure travel companies with a portfolio of world-class cruise lines. Cruising offers a broad range of products and services to suit vacationing guests of many ages, backgrounds and interests. Each brand in our portfolio meets the needs of a unique set of consumer psychographics and vacation needs which allows us to penetrate large addressable customer segments. With our global corporate headquarters in Miami and several regional headquarters around the world, we are the only company in the world to be included in both the S&P 500 index in the U.S. and the FTSE 250 index in the UK.

				OUR VISION
	As the global leader in the cruise industry, we will lead the way in innovative and sustainable cruising to deliver memorable vacations and build borderless connections.

				OUR PURPOSE & MISSION
	To deliver unforgettable happiness to our guests by providing extraordinary cruise vacations, while honoring the integrity of every ocean we sail, place we visit and life we touch.

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Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States

Carnival House
100 Harbour Parade
Southampton SO15 1ST
United Kingdom

Letter to Shareholders from our Chief Executive Officer

[MISSING IMAGE: ph_joshweinstein-4c.jpg]

JOSH WEINSTEIN
President, Chief Executive
Officer and Chief Climate
Officer

Dear Fellow Shareholders,

2023 was a turning point for our company. We consistently set records and achieved other significant milestones during the year, including:

•

Full year revenues hit an all-time high of $21.6 billion.

•

For the first time since the resumption of guest cruise operations, net income was positive during the third quarter, generating $1.07 billion.

•

We entered 2024 with our best booked position on record, for both price and occupancy.

•

Total customer deposits for each quarter throughout 2023 consistently surpassed the previous quarterly records.

•

We reduced our debt balance by $4.6 billion from its peak in the first quarter of 2023 and ended the year with $5.4 billion of liquidity.

The strengthening demand environment across all our brands contributed to our revenue growth as we drove improvements in ticket prices while closing the double-digit occupancy gap from the start of the year and reaching historical occupancy levels for the second half of 2023.

We believe our advertising investments and other demand generation efforts during the past 18 months have successfully elevated awareness and consideration for our brands, leading to record booking levels and revenue results. In addition, these efforts enabled us to attract more new-to-cruise and more new-to-brand guests compared to 2019. We are building momentum in closing the value gap to land-based alternatives, capturing over 3.5 million new-to-cruise guests in 2023 and remain well-positioned to take share from land-based alternatives.

We continue to take actions to further stimulate demand and maintain our momentum through 2024 and beyond. We are focused on ongoing improvements across the commercial space as we further roll out advancements to our yield management tools and lead generation techniques, continue to invest in sales and sales support, and build on already strong relationships with our trade partners. This is complemented by our strategy to pull forward the sale of onboard items through bundled product offerings and pre-cruise sales.

We are also not losing sight of our expense base, as we have worked to mitigate the impacts of a high inflation environment by leveraging our scale through cost optimization initiatives. We have made investments that we expect to increase our cost efficiencies in the future, including successfully installing SpaceX’s Starlink next generation internet across our fleet, which is expected to drive more than a 20% reduction in cost per megabit in 2024. In addition, we expect it will increase our bandwidth pipeline, resulting in both improved guest experience and higher onboard

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Letter to Shareholders from our Chief Executive Officer

revenues. We also launched Maritime Asset Strategy Transformation (“MAST”), a centralized system developed to optimize equipment and machinery management across our brands and our fleet.

During 2023, we continued to work aggressively to reduce our environmental footprint and fuel consumption. Our deep commitment resulted in industry-leading fuel efficiency and a more than 10% reduction in absolute greenhouse gas (“GHG”) emissions compared to our peak year of 2011, despite capacity growth of 30% over the same period. We also exceeded our shore power capability goal and our fleet now has twice as many ships ready to plug into shore power as there are ports currently able to provide it.

As a result of our fleet optimization efforts, our fleet is now one year younger than prior to pausing our guest cruise operations four years ago. During 2023 alone we benefited from the introduction of three fantastic new ships including Carnival Celebration and Arvia, leveraging the scale of our popular and exceptionally efficient series of excel-class ships, and Seabourn Pursuit, our second luxury expedition ship. In addition, Carnival Cruise Line welcomed Carnival Venezia, which was transferred from Costa, becoming the first ship as part of Carnival’s Fun Italian Style™ platform. We will continue to optimize our brand portfolio by transferring Costa Firenze to Carnival Cruise Line in 2024.

We also made meaningful progress in other strategic asset projects. We began construction on Celebration Key in Grand Bahama, which will be the largest and closest exclusive destination in our portfolio. While not expected to open until summer 2025, we have begun generating consumer awareness and excitement around this fantastic upcoming destination. We also started the process for a significant upsize in guest traffic at Half Moon Cay, our exclusive and beautiful pristine island destination in The Bahamas, with the creation of a pier-side berth that can accommodate our largest vessels. In addition, we commenced work with our Grand Bahama Shipyard partners on the construction of two floating docks, one of which will have the largest lifting capacity in the world. Together, these strategic investments are expected to significantly benefit us by helping to reduce travel time, further reducing our fuel consumption and preserving ship revenue days.

Our significantly improved 2023 cash from operations enabled us to notably reduce the substantial debt balance incurred during the pause of guest cruise operations. In 2023, we made sizeable debt prepayments and ended the year with over $5 billion of liquidity. Looking forward, we expect to continue to strategically refinance and prepay debt, leveraging our improving operating cash flow and the return of substantially all of the remaining credit card reserves during the first quarter of 2024.

In addition, with nearly two-thirds of 2024 on the books already, we are well positioned to achieve another year of record revenues. This, combined with excess liquidity, is expected to enable us to continue actively managing down debt and reducing interest expense, leaving us on our path back to achieving investment grade credit ratings and higher return on invested capital.

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Letter to Shareholders from our Chief Executive Officer

This has been a truly remarkable year, and we have come a long way in an incredibly short amount of time. We delivered unforgettable happiness to over 12 million guests this year and look forward to continuing to provide our guests with extraordinary cruise vacations in 2024, while honoring the integrity of every ocean we sail, place we visit and life we touch.

Sincerely,

JOSH WEINSTEIN

President, Chief Executive Officer and Chief Climate Officer

February 23, 2024

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Table of Contents

	i			INFORMATION ABOUT ATTENDING THE ANNUAL MEETINGS
	iii			VOTING INFORMATION
	iv			NOTICE OF 2024 ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS
	vii			NOTICE OF 2024 ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS
	1			PROXY SUMMARY
	10			GOVERNANCE AND BOARD MATTERS
	10			Proposals 1-12―Election or Re-Election of Directors
	10			Governance
	11			Nominations of Directors
	14			2023 Nominees for Election or Re-Election to the Boards
	28			Board and Committee Governance
	38			Non-Executive Director Compensation
	41			Related Person Transactions
	43			SHARE OWNERSHIP
	43			Share Ownership of Certain Beneficial Owners and Management
	47			COMPENSATION
	47			Proposal 13―Advisory (Non-Binding) Vote to Approve Executive Compensation
	48			Proposal 14―Advisory (Non-Binding) Vote to Approve the Carnival plc Directors’ Remuneration Report
	49			Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I)
	70			Report of the Compensation Committees
	70			Compensation Committee Interlocks and Insider Participation
	71			Compensation Tables
	78			Potential Payments Upon Termination or Change of Control
	82			U.S. CEO Pay Ratio
	82			Pay versus Performance

	87			AUDIT MATTERS
	87			Proposal 15―Appointment of the Independent Auditor of Carnival plc and Ratification of the Selection of Independent Registered Public Accounting Firm of Carnival Corporation
	87			Proposal 16―Authorization to Determine the Remuneration of the Independent Auditor of Carnival plc
	88			Report of the Audit Committees
	90			Independent Registered Public Accounting Firm
	91			OTHER PROPOSALS
	91			Proposal 17―Receipt of Accounts and Reports of Carnival plc
	92			Proposal 18―Approval of the Grant of Authority to Allot New Carnival plc Shares
	92			Proposal 19―Approval of the Disapplication of Pre-Emption Rights Applicable to the Allotment of New Carnival plc Shares and Sale of Treasury Shares
	95			Proposal 20―Approval of a General Authority to Buy Back Carnival plc Ordinary Shares
	97			Proposal 21―Approval of the Carnival plc 2024 Employee Share Plan
	105			QUESTIONS AND ANSWERS
	105			Questions Applicable to All Shareholders
	112			Questions Specific to Shareholders of Carnival Corporation
	116			Questions Specific to Shareholders of Carnival plc
	A-1			ANNEX A―CARNIVAL PLC DIRECTORS’ REPORT
	B-1			ANNEX B―CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT (PART II)
	C-1			ANNEX C―CARNIVAL PLC CORPORATE GOVERNANCE REPORT
	D-1			ANNEX D―APPROVAL OF THE CARNIVAL PLC 2024 EMPLOYEE SHARE PLAN

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Information about Attending the Annual Meetings

You are cordially invited to attend our Annual Meetings of Shareholders:

DATE				TIME				LOCATION
Friday, April 5, 2024				8:30 a.m. (EDT) The Carnival plc Annual General Meeting will begin first, followed by the Carnival Corporation Annual Meeting. Shareholders of each may attend both meetings.				Carnival Place 3655 N.W. 87th Avenue Miami, Florida 33178 United States

					LIVE VIDEO BROADCAST
					Carnival House, 100 Harbour Parade, Southampton SO15 1ST, United Kingdom, 1:30 p.m. (BST) Shareholders planning to attend the live video broadcast in Southampton must submit a proxy in order to vote as they will not be able to vote in person from Southampton. Shareholders attending the live video broadcast in Southampton will be able to submit questions live to the Directors in Florida, but will not be treated as, or considered to be, “in attendance” at the Annual Meetings.

Details regarding the matters to be voted on are contained in the attached Notices of Annual Meetings of Shareholders and Proxy Statement. Because of the dual listed company arrangement, all voting will take place on a poll (or ballot).

Please read the section “Safety and Security Measures” below for further details on how we plan to conduct the meetings to prioritize the safety and security of our employees, shareholders and other stakeholders.

Your vote is important. We encourage you to vote as soon as possible to ensure your vote is recorded promptly, even if you plan to attend the Annual Meetings of Shareholders.

The Boards of Directors recommend that you vote in favor of Proposals 1 through 21.

The Boards of Directors consider the approval of Proposals 1 through 21 to be in the best interests of Carnival Corporation and Carnival plc and their shareholders.

We are furnishing the proxy materials to shareholders on or about February 23, 2024

CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT | i

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Information about Attending the Annual Meetings

DIRECTIONS				MEETING ADMISSION REQUIREMENTS
For directions to the 2024 Annual Meetings of Shareholders, you may contact Investor Relations at:				Attendance at the Annual Meeting of Carnival Corporation Shareholders is limited to shareholders and their duly appointed proxies or corporate representatives. Each attendee will be asked to present valid government-issued picture identification, such as a driver’s license or passport. Shareholders holding shares in brokerage accounts (“under a street name”) will need to bring a copy of a brokerage statement reflecting share ownership as of the record date (February 5, 2024).
Carnival Corporation & plc Attention: Investor Relations 3655 N.W. 87th Avenue Miami, Florida 33178-2428 United States
ir@carnival.com

SAFETY AND SECURITY MEASURES
In accordance with the health protocols in place, you should not attend our live video broadcast of the Annual Meetings of Shareholders in Southampton if you are experiencing any COVID-19 symptoms, are waiting on a COVID-19 test result, have tested positive within 10 days preceding the date of the Annual Meetings of Shareholders or are living with someone who suspects they have COVID-19, is waiting for a COVID-19 test result, or has tested positive for COVID-19 within the 10 days preceding the date of the Annual Meetings of Shareholders.				Due to security measures, all bags will be subject to search, and all persons who attend the meeting will be subject to a metal detector and/or a hand wand search. We will be unable to admit anyone who does not comply with these safety and security procedures.

ii | CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT

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Voting Information

		YOUR VOTE IS IMPORTANT.
		We encourage you to vote as soon as possible, even if you plan to attend the Annual Meetings of Shareholders.

	ELIGIBILITY TO VOTE
	All eligible shareholders may vote in person at the 2024 Annual Meetings of Shareholders. Please refer to details about how to vote in person in the “Question and Answers” section.

Carnival Corporation Shareholders				Carnival plc Shareholders
You are eligible to vote if you were a shareholder as of the close of business (EDT) on February 5, 2024.				You are eligible to vote if you are a shareholder as of 6:30 p.m. (BST) on April 3, 2024.

HOW TO VOTE

		REGISTERED HOLDERS
		To make sure your vote is counted, please cast your vote as soon as possible by one of the following methods:

Voting Method

Carnival Corporation Shareholders

Carnival plc Shareholders

Internet

www.proxyvote.com, 24/7

www.sharevote.co.uk, 24/7

Telephone

1-800-690-6903 (toll-free)

N/A

CREST

N/A

Using CREST electronic proxy appointment service (if you hold your shares through CREST)

Mobile
Device

Scan the QR code

Mail

Complete and mail your signed form

Complete and mail your signed proxy form

At the
Meeting

Attend the annual meeting and cast your ballot

BENEFICIAL OWNERS (HOLDERS IN STREET NAME): your bank or broker will provide you with instructions on how to vote.

ENROLL FOR ELECTRONIC DELIVERY
We encourage shareholders to sign up to receive future proxy materials electronically. If you have not already enrolled, please consider doing so as it:
• is simple and convenient	• saves time and money	• is environmentally friendly

Carnival Corporation Shareholders

Carnival plc Shareholders

Internet

www.investordelivery.com

www.shareview.co.uk

Mobile
Device

Scan the QR code

CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT | iii

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Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States

Notice of 2024 Annual Meeting of Carnival Corporation Shareholders

We are pleased to invite you to attend Carnival Corporation’s 2024 Annual Meeting of Carnival Corporation Shareholders.

WHEN				WHERE				ELIGIBILITY TO VOTE AND RECORD DATE
Friday, April 5, 2024 8:30 a.m. (EDT)				Carnival Place 3655 N.W. 87th Avenue Miami, Florida 33178 United States				The Board of Directors set February 5, 2024 as the record date for the Annual Meeting of Carnival Corporation Shareholders. This means that our shareholders as of the close of business on that date are entitled to receive this notice of the meeting and vote their shares.

Items of Business			Board Recommendation		Page Reference
1-12	To elect or re-elect 12 Directors, each to serve as a Director of Carnival Corporation and as a Director of Carnival plc			FOR each Director nominee	10
	1	To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	17
	2	To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	17
	3	To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	18
	4	To elect Nelda J. Connors as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	19
	5	To re-elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	20
	6	To re-elect Jeffrey J. Gearhart as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	21
	7	To re-elect Katie Lahey as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	22
	8	To re-elect Sara Mathew as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	23
	9	To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	24
	10	To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	25
	11	To re-elect Josh Weinstein as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	26
	12	To re-elect Randy Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	27

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Notice of 2024 Annual Meeting of Carnival Corporation Shareholders

Items of Business		Board Recommendation		Page Reference
13	To hold a (non-binding) advisory vote to approve executive compensation.		FOR	47
14	To hold a (non-binding) advisory vote to approve the Carnival plc Directors’ Remuneration Report (in accordance with legal requirements applicable to UK companies).		FOR	48
15	To appoint Deloitte LLP as independent auditor of Carnival plc and to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Carnival Corporation.		FOR	87
16	To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditor of Carnival plc (in accordance with legal requirements applicable to UK companies).		FOR	87
17	To receive the accounts and reports of the Directors and auditor of Carnival plc for the year ended November 30, 2023 (in accordance with legal requirements applicable to UK companies).		FOR	91
18	To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).		FOR	92
19	To approve, subject to Proposal 18 passing, the disapplication of pre-emption rights in relation to the allotment of new shares and sale of treasury shares by Carnival plc (in accordance with customary practice for UK companies).		FOR	92
20	To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buyback programs).		FOR	95
21	To approve the Carnival plc 2024 Employee Share Plan as summarized in section “Approval of the Carnival plc 2024 Employee Share Plan” of this 2024 Proxy Statement.		FOR	97
22	To transact such other business as may properly come before the meeting.

How to Vote

Your vote is important. Please review the proxy materials for the 2024 Annual Meeting of Carnival Corporation Shareholders and follow the instructions.

INTERNET

TELEPHONE

MOBILE DEVICE

MAIL

AT THE MEETING

Registered
Holders

www.proxyvote.com
24/7

Call
1-800-690-6903
(toll-free)

Scan the QR code

Complete and mail your signed form in the postage-paid envelope

Attend the annual meeting and cast your ballot

Beneficial
Owners
(Holders
in Street
Name)

Follow the instructions provided by your broker, bank
or other nominee

Return a properly executed voting instruction form by mail, depending upon the methods your broker, bank or other nominee makes available

To attend the annual meeting, you will need proof of ownership and a legal proxy from your broker, bank or other nominee

Deadline

11:59 p.m. Eastern Time on April 4, 2024,
if you are a registered holder

If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee

CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT | v

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Notice of 2024 Annual Meeting of Carnival Corporation Shareholders

Meeting Admission Requirements

Attendance at the Annual Meeting of Carnival Corporation Shareholders is limited to shareholders and their duly appointed proxies or corporate representatives. Each attendee will be asked to present valid government-issued picture identification, such as a driver’s license or passport. Shareholders

holding shares in brokerage accounts (“under a street name”) will need to bring a copy of a brokerage statement reflecting share ownership as of the record date (February 5, 2024). Additional requirements are included in the “Safety and Security Measures” section above.

Notice of Internet Availability

Carnival Corporation is continuing to take advantage of U.S. Securities and Exchange Commission (“SEC”) rules that allow it to deliver proxy materials over the Internet. Under these rules, Carnival Corporation is sending its shareholders a one-page notice regarding the Internet availability of proxy materials instead of a full set of proxy materials, unless they previously requested to receive printed copies.

If you receive this one-page notice, you will not receive printed copies of the proxy materials unless you specifically request them. Instead, this notice tells you how to access and review on the Internet all of the important information contained in the proxy materials. This notice also tells you how to submit

your proxy card on the Internet and how to request to receive a printed copy of the proxy materials.

All Carnival Corporation shareholders are urged to follow the instructions in the notice and submit their votes using one of the voting methods described in the proxy materials. If you receive a printed copy of the proxy materials, the accompanying envelope for return of the proxy card requires no postage.

Any shareholder attending the Annual Meeting of Carnival Corporation Shareholders in Miami, Florida may personally vote on all matters that are considered, in which event any previously submitted proxy will be revoked.

				On Behalf of the Board of Directors,
				DOREEN S. FURNARI Company Secretary January 26, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETINGS TO BE HELD ON APRIL 5, 2024

The Notice of Annual Meetings of Shareholders, Proxy Statement and the Annual Report are available our websites at www.carnivalcorp.com and www.carnivalplc.com.

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[MISSING IMAGE: lg_carnivalplc-4clr.jpg]

(incorporated and registered in England
and Wales under number 4039524)

Carnival House
100 Harbour Parade
Southampton SO15 1ST
United Kingdom

Notice of 2024 Annual General Meeting
of Carnival plc Shareholders

THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial advisor authorized under the UK Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Carnival plc, please send this document and the accompanying documents to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Carnival plc will be held:

WHEN				WHERE				ELIGIBILITY TO VOTE
Friday, April 5, 2024 8:30 a.m. (EDT)				Carnival Place 3655 N.W. 87th Avenue Miami, Florida 33178 United States				Carnival plc, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of Carnival plc at 6:30 p.m. (BST) on April 3, 2024 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6:30 p.m. (BST) on April 3, 2024 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

					LIVE VIDEO BROADCAST
					Carnival House, 100 Harbour Parade, Southampton SO15 1ST, United Kingdom, 1:30 p.m. (BST) Shareholders planning to attend the live video broadcast in Southampton must submit a proxy in order to vote as they will not be able to vote in person from Southampton. Shareholders attending the live video broadcast in Southampton will be able to submit questions live to the Directors in Florida, but will not be treated as, or considered to be, “in attendance” at the Annual Meetings.

CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT | vii

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Notice of 2024 Annual General Meeting of Carnival plc Shareholders

The meeting will be held for the purpose of considering and, if thought fit, passing the resolutions described below:

	Proposals			Vote Required
	• Proposals 1 through 18 and Proposal 21 will be proposed as ordinary resolutions.			For ordinary resolutions, the required majority is more than 50% of the combined votes cast at this meeting and the Annual Meeting of Carnival Corporation Shareholders.
	• Proposals 19 and 20 will be proposed as special resolutions.			For special resolutions, the required majority is not less than 75% of the combined votes cast at this meeting and the Annual Meeting Carnival Corporation Shareholders.

Proposals			Board Recommendation		Page Reference
1-12	ELECTION OR RE-ELECTION OF 12 DIRECTORS NAMED IN THIS PROXY STATEMENT To elect or re-elect 12 Directors, each to serve as a Director of Carnival Corporation and as a Director of Carnival plc			FOR each Director nominee	10
	1	To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	17
	2	To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	17
	3	To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	18
	4	To elect Nelda J. Connors as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	19
	5	To re-elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	20
	6	To re-elect Jeffrey J. Gearhart as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	21
	7	To re-elect Katie Lahey as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	22
	8	To re-elect Sara Mathew as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	23
	9	To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	24
	10	To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	25
	11	To re-elect Josh Weinstein as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	26
	12	To re-elect Randy Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.		FOR	27
13	EXECUTIVE COMPENSATION			FOR	47
	13	To hold a (non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).		FOR	47
14	DIRECTORS’ REMUNERATION REPORT			FOR	48
	14	To hold a (non-binding) advisory vote to approve the Carnival plc Directors’ Remuneration Report (as set out in the annual report for the year ended November 30, 2023).		FOR	48

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Notice of 2024 Annual General Meeting of Carnival plc Shareholders

Proposals			Board Recommendation		Page Reference
15- 16	APPOINTMENT AND REMUNERATION OF CARNIVAL PLC AUDITOR AND RATIFICATION OF CARNIVAL CORPORATION AUDITOR			FOR	87
	15	To appoint Deloitte LLP as independent auditor of Carnival plc and to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Carnival Corporation.		FOR	87
	16	To authorize the Audit Committee of the Board of Directors of Carnival plc to determine the remuneration of the independent auditor of Carnival plc.		FOR	87
17	ACCOUNTS AND REPORTS To receive the accounts and the reports of the Directors and auditor of Carnival plc for the year ended November 30, 2023.			FOR	91
18	ALLOTMENT OF SHARES THAT the Directors of Carnival plc be and they are hereby authorized to allot shares in Carnival plc and to grant rights to subscribe for or convert any security into shares in Carnival plc: (a) up to an aggregate nominal amount of $103,378,991 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and (b) up to an aggregate nominal amount of $206,757,983 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with a pre-emptive offer or invitation (including an offer by way of a rights issue or an open offer): • to ordinary shareholders in proportion (as nearly as may be practicable) to their holdings of ordinary shares on the record date for such allotment; and • to holders of other equity securities as required by the rights of those securities or as the Directors of Carnival plc otherwise consider necessary, and so that the Directors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year’s Carnival plc Annual General Meeting (or, if earlier, until the close of business on July 4, 2025) but, in each case, during this period Carnival plc may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority expires and the Directors of Carnival plc may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired.			FOR	92
19	DISAPPLICATION OF PRE-EMPTION RIGHTS THAT, subject to Proposal 18 passing, the Directors of Carnival plc be given power to allot equity securities (as defined in the UK Companies Act 2006 (the “Companies Act”)) for cash under the authority given by that resolution and/or to sell ordinary shares held by Carnival plc as treasury shares for cash as if Section 561 of the Companies Act did not apply to any such allotment or sale, such power to be limited: (a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Proposal 18, by way of a pre-emptive offer or invitation (including a rights issue or open offer):			FOR	92

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Proposals

Board
Recommendation

Page
Reference

•

to ordinary shareholders in proportion (as nearly as may be practicable) to their holdings of ordinary shares on the record date for such allotment or sale; and

•

to holders of other equity securities, as required by the rights of those securities, or as the Directors of Carnival plc otherwise consider necessary,

and so that the Directors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

(b)

in the case of the authority granted under paragraph (a) of Proposal 18 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above or paragraph (c) below) of equity securities or sale of treasury shares up to a nominal amount of $31,013,697; and

(c)

in the case of the authority granted under paragraph (a) of Proposal 18 and/or in the case of any sale of treasury shares for cash, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraphs (a) or (b) above) up to a nominal amount equal to 20 percent of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors of Carnival plc determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to apply until the end of next year’s Annual General Meeting (or, if earlier, until the close of business on July 4, 2025) but, in each case, during this period Carnival plc may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power expires and the Directors of Carnival plc may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES
THAT Carnival plc be and is generally and unconditionally authorized to make market purchases (within the meaning of Section 693(4) of the Companies Act) of ordinary shares of $1.66 each in the capital of Carnival plc on such terms and in such manner as the Directors of Carnival plc may determine, and where such shares are held as treasury shares, Carnival plc may use them for the purposes of its employee share schemes, subject to the following conditions:

(a)

the maximum number of ordinary shares authorized to be acquired is 18,682,950;

(b)

the minimum price (exclusive of expenses) which may be paid for an ordinary share is $1.66;

(c)

the maximum price which may be paid for an ordinary share is an amount (exclusive of expenses) equal to the higher of:

•

105% of the average middle market quotation for an ordinary share of Carnival plc, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and

•

the higher of the last independent trade and the highest current independent bid for an ordinary share on the trading service venue where the purchase is carried out; and

FOR

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Recommendation

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Reference

(d)

unless previously revoked or renewed, this authority shall expire at the end of next year’s Annual General Meeting (or, if earlier, at close of business on July 4, 2025), but during this period Carnival plc may make contracts to purchase ordinary shares that would or might be executed wholly or partly after the authority expires and Carnival plc may make purchase of ordinary shares under any such contract as if the authority had not expired.

CARNIVAL PLC 2024 EMPLOYEE SHARE PLAN
To approve the Carnival plc 2024 Employee Share Plan as summarized in section “Approval of the Carnival plc 2024 Employee Share Plan” of this 2024 Proxy Statement.

FOR

There are 21 Proposals that require shareholder approval at the Annual General Meeting this year. The Directors unanimously recommend that you vote in favor of Proposals 1 through 21.

The Directors encourage you to submit your vote using one of the voting methods described herein. Submitting your voting instructions by any of these methods will not affect your right to attend the meeting in person should you so choose.

Voting Arrangements for Carnival plc Shareholders

Your vote is important. Carnival plc shareholders can vote in any of the following three ways:

by attending the Annual General Meeting and voting in person or, in the case of corporate shareholders, by corporate representatives;

by appointing a proxy to attend and vote on their behalf, using the proxy form enclosed with this Notice of Annual General Meeting; or

by voting electronically as described below.

VOTING IN PERSON

If you come to the Annual General Meeting, please bring the attendance card (attached to the enclosed proxy form) with you. This will mean you can register more quickly.

In order to attend and vote at the Annual General Meeting, a corporate shareholder may appoint one or more individuals to act as its representative. The appointment must comply with the requirements of Section 323 of the Companies Act. Each representative should bring evidence of their appointment, including any authority under which it is signed, to the meeting. If you are a corporation and are considering appointing a corporate representative to represent you and vote your shareholding in Carnival plc at the Annual General Meeting, you are strongly encouraged to pre-register your corporate representative to make registration on the day of the meeting more efficient. In order to pre-register,

please email your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, at proxyvotes@equiniti.com.

Please note that each shareholder or their duly appointed proxies and corporate representatives will be required to comply with the “Meeting Admission Requirements” and “Safety and Security Measures” in the “Information about Attending the Annual Meetings” section preceding the Carnival plc Notice of Annual General Meeting.

Please note that shareholders planning to attend the live video broadcast in Southampton must submit a proxy in order to vote as they will not be treated as, or considered to be, “in attendance” at the Annual Meetings and therefore will not be able to vote in person from Southampton.

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VOTING BY PROXY

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote in his or her stead. A proxy need not be a shareholder of Carnival plc. A shareholder may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please follow the notes contained in the proxy form. A person who is nominated to enjoy information rights in accordance with Section 146 of the Companies Act, but who is not a shareholder, is not entitled to appoint a proxy. Shareholders planning to attend the live video broadcast in Southampton must submit a proxy in order to vote as they will not be able to vote in person from Southampton.

If you are a person nominated to enjoy information rights in accordance with Section 146 of the Companies Act you may have a right under an agreement between you and the member by whom you were nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If you have no such right, or you have such a right but do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

To be effective, a duly completed proxy form and the authority (if any) under which it is signed, or a notarially certified copy of such authority, must be deposited (whether delivered personally or by post) at the offices of Carnival plc’s registrars as soon as possible and in any event by no later than 1:30 p.m. (BST) on April 3, 2024.

Equiniti Limited
Aspect House
Spencer Road
Lancing BN99 6DA
United Kingdom

Alternatively, a proxy vote may be submitted via the Internet in accordance with the instructions set out on the proxy form.

In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote,

whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which names stand on the register of shareholders of Carnival plc in respect of the relevant joint holding.

If you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual, which can be viewed at

www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice of Annual General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors

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or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Carnival plc may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by Carnival

plc and approved by the Registrar. For further information regarding Proxymity, please go to

www.proxymity.io. Your proxy must be lodged by 1:30 p.m. (BST) on April 3, 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

VOTING ELECTRONICALLY

Shareholders are entitled to vote online at www.sharevote.co.uk. Shareholders voting electronically should vote as soon as possible, and in any event by no later than 1:30 p.m. (BST) on April 3, 2024.

SHAREHOLDERS WHO ARE ENTITLED TO ATTEND OR VOTE

Carnival plc, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of Carnival plc at 6:30 p.m. (BST) on April 3, 2024 shall be entitled to attend or vote at the

meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6:30 p.m. (BST) on April 3, 2024 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

Asking Questions at the Meeting

Any shareholder attending the meeting has the right to ask questions. Carnival plc must cause to be answered any such question relating to the business being dealt with at the meeting, but no such answer need be given if:

•

to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

•

the answer has already been given on a website in the form of an answer to a question; or

•

it is undesirable in the interests of Carnival plc or the good order of the meeting that the question be answered.

Shareholders attending the live video broadcast in Southampton will be able to submit questions live to the Directors in Florida, but will not be treated as, or considered to be, “in attendance” at the Annual General Meeting.

Documents Available for Inspection

Copies of all service agreements (including letters of appointment) between each Director and Carnival plc will be available for inspection during normal business hours on any weekday (public holidays

excluded) at the registered office of Carnival plc from the date of this notice until and including the date of the meeting and at the place of the meeting for at least 15 minutes prior to and during the meeting.

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Website Materials

This Proxy Statement and other information required by Section 311A of the Companies Act have been posted on our websites at www.carnivalcorp.com and www.carnivalplc.com.

You may not use any electronic address (within the meaning of Section 333 of the Companies Act) provided in this Proxy Statement (or in any related documents including the proxy form) to communicate with Carnival plc for any purposes other than those expressly stated.

Under Section 527 of the Companies Act, shareholders meeting the threshold requirements set out in that Section have the right to require Carnival plc to publish on a website a statement setting out any matter relating to:

•

the audit of Carnival plc’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or

•

any circumstance connected with an auditor of Carnival plc ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act.

Carnival plc may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act. Where Carnival plc is required to place a statement on a website under Section 527 of the Companies Act, it must forward the statement to Carnival plc’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that Carnival plc has been required under Section 527 of the Companies Act to publish on a website.

				By Order of the Board of Directors,
				DOREEN S. FURNARI Company Secretary January 26, 2024

	REGISTERED OFFICE
	Carnival House \| 100 Harbour Parade \| Southampton SO15 1ST \| United Kingdom

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Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider.

You should read the entire Proxy Statement carefully before voting.

2023 Business Highlights

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	Proxy Summary
	Corporate Governance Highlights

Corporate Governance Highlights

	Corporate Governance Best Practices
	10 of our 12 Director Nominees are independent, including all members of the Audit, Compensation, Compliance, Health, Environmental, Safety and Security (“HESS”) and Nominating & Governance (“N&G”) Committees Presiding Director and Senior Independent Director, with defined responsibilities 5 of our 12 Director Nominees are female and two are ethnically diverse Balance of new and experienced Directors Majority voting for Directors in uncontested elections Stock ownership policy for Directors and executives Director overboarding policy (included in our Corporate Governance Guidelines)			Regular shareholder engagement, including participation of independent Directors Annual Director evaluation and Committee assessment to ensure Board effectiveness All Directors attended over 75% of fiscal 2023 meetings Regular executive sessions of independent Directors Robust risk oversight Board review of our financial performance, strategy and succession planning Code of Business Conduct and Ethics Commitment to corporate social responsibility and sustainability

Our governance documents, including the Corporate Governance Guidelines, the Committee Charters and the Code of Business Conduct and Ethics, are available at carnivalcorp.com/governance and carnivalplc.com/governance.

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	Proxy Summary
	Director Nominees at a Glance

Director Nominees at a Glance

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	Director Nominees at a Glance

Name and Occupation	Age	Independent	Carnival Corporation and Carnival plc Director Since	Committee Memberships
Micky Arison Chair of the Board of Directors, Carnival Corporation & plc	74		Carnival Corporation: 1987 Carnival plc: 2003
Sir Jonathon Band Former First Sea Lord and Chief of Naval Staff, the British Navy	74		2010	HESS (Chair), Compliance, N&G
Jason Glen Cahilly Chief Executive Officer, Dragon Group LLC	53		2017	Audit, Compensation
Nelda J. Connors Chairwoman and Chief Executive Officer, Pine Grove Holdings, LLC	58		Nominee	N/A
Helen Deeble Former Chief Executive Officer, P&O Ferries Division Holdings Ltd	62		2016	Compensation, HESS
Jeffrey J. Gearhart Former Executive Vice President, Global Governance and Corporate Secretary, Walmart, Inc.	59		2020	Compliance (Chair), HESS
Katie Lahey Former Chair, Korn Ferry Australasia	73		2019	HESS, N&G
Sara Mathew Former Chair, President and Chief Executive Officer, Dun & Bradstreet Corporation	68		2022	Audit
Stuart Subotnick President and Chief Executive Officer, Metromedia Company	82		Carnival Corporation: 1987 Carnival plc: 2003	N&G (Chair), Audit, Compliance
Laura Weil Founder and Managing Partner, Village Lane Advisory LLC	67		2007	Audit (Chair), Compensation, Compliance
Josh Weinstein President, Chief Executive Officer and Chief Climate Officer, Carnival Corporation & plc	49		2022
Randy Weisenburger Managing Member, Mile 26 Capital LLC	65		2009	Compensation (Chair), Compliance, HESS, N&G

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	Proxy Summary
	Executive Compensation Highlights

Executive Compensation Highlights

COMPENSATION POLICIES AND PRACTICES

	What We Do				What We Don’t Do
	Independent Compensation Committees that review and approve all compensation for our Named Executive Officers Independent compensation consultant Annual Say-on-Pay vote Stock ownership policy for Directors and executive officers Compensation Committees assess compensation practices to deter excessive risk-taking Pay-for-performance philosophy Mix of compensation which includes short-term cash and long-term equity-based compensation Robust clawback policy that complies with SEC and corresponding NYSE Listed Company Manual 303A.14 (“NYSE 303A.14”) requirements				No guaranteed or unlimited incentive payouts in our annual bonus plan No evergreen provisions in our equity plan No short sales, short-term hedging or margin sales of our securities No stock option repricing No liberal share recycling of stock options or stock appreciation rights No pension plans or supplemental deferred compensation or retirement plans for our Named Executive Officers No single-trigger change in control equity vesting No Section 280G gross-up payments in the event of change of control

PRINCIPAL COMPENSATION OBJECTIVES

We believe that our executive compensation program should be appropriately tailored to balance short-term and long-term compensation opportunities to enable Carnival Corporation and Carnival plc to meet short-term objectives while

continuing to produce value for their shareholders over the long-term and supporting a strong focus on retention. Our executive compensation program is designed to:


	Reward results and effective strategic leadership through the use of both short-term and long-term incentives, taking into account each executive’s performance, experience and responsibilities.				Align executive interests with those of our shareholders by making a substantial portion of compensation at risk and performance-based.				Remain competitive in the marketplace in order to attract, motivate and retain our talent that we believe is necessary to achieve our financial and strategic goals.

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	Executive Compensation Highlights

TOTAL TARGET COMPENSATION MIX(1)

(1)

At-risk compensation includes the Annual Incentive Bonus that is subject to performance criteria and the Long-Term Equity Incentives that are subject to change in value based on share price movements during the vesting period.

SHAREHOLDER ENGAGEMENT

Carnival Corporation & plc has a long-standing shareholder outreach program and we believe constructive dialogue with our shareholders is a fundamental pillar of effective corporate governance. We engage routinely throughout the year with our shareholders on a variety of topics relevant to the long-term success of our business.

Our engagement program is primarily led by our investor relations team and members of senior management. In certain situations, meetings might include Chairs of Board Committees or our Presiding Director and Senior Independent Director (who is also the Chair of our Compensation Committees). Directors participate in select engagements to share their perspective and receive feedback directly from our shareholders. We believe this multifaceted shareholder engagement process allows for shareholder feedback and concerns to be appropriately considered and addressed by management and the Boards.

Throughout fiscal 2023, we engaged with a significant number of our shareholders. Our Chair of the Boards, Senior Independent Director and Presiding Director (who is also the Chair of our Compensation Committees) as well as our Chief Executive Officer (the “CEO”) and certain other members of senior management, participated in select meetings with shareholders during the year. Our dialogues covered several topics of significance to us and our shareholders, including:

•

Updates on our strategic, financial and operating priorities and recent performance;

•

Enhancements made to our executive compensation program and related disclosures for 2023;

•

Recent Board refreshment, Board composition and diversity; and

•

Progress on our environmental, health, safety and sustainability initiatives, including our emission reduction strategy.

We also engage with our retail shareholders throughout the year. Retail shareholders as well as all other shareholders are given the opportunity to attend our annual meetings of shareholders as well as ask questions and share their feedback with our Boards and management. In addition, our investor relations team responds to a significant number of questions and comments from retail shareholders every year and shares them with other departments and the Boards, as appropriate.

The feedback we receive in our meetings is shared with our senior management, full Boards and relevant Committees, who use it to inform decision-making regarding our practices, policies, and disclosures. For example, as described in our 2023 Proxy Statement, shareholder feedback has been an important input to our Compensation Committees’ decision-making process regarding our 2022 and 2023 compensation program structure and related disclosure enhancements. Shareholder input also informed our inclusion of a detailed skills matrix in this Proxy Statement, as shown below under “2024 Nominees for Election or Re-Election to the Boards” and enhancements to our fiscal 2023 Sustainability Report.

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	Proxy Summary
	Executive Compensation Highlights

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

	PROTECTING THE ENVIRONMENT
	In 2021, we established goals for 2030 which incorporate six key focus areas listed below that align with elements of the United Nation’s Sustainable Development Goals and build on the momentum of our successful achievement of our 2020 sustainability goals: climate action; circular economy; good health and well-being; sustainable tourism; biodiversity and conservation; and diversity, equity and inclusion. A key focus of our sustainability efforts is climate action, which includes our commitment to reduce emissions. Our absolute GHG emissions peaked in 2011 and since that time we have decreased our emissions (on a tank-to-wake basis) by over 10%, despite capacity growth of 30% over the same period. In 2023 we continued to improve our industry-leading fuel-efficiency and pulled forward our GHG intensity reduction goal to 2026. Our revised reduction goal is to achieve 20% carbon intensity reduction by 2026 relative to our 2019 baseline measured in both grams of CO2e per available lower berth kilometer and kilograms of CO2e per available lower berth day (“ALBD”). We have a four-part strategy to help us achieve our GHG intensity reduction goals: • Fleet optimization: delivering larger, more efficient ships as part of our ongoing newbuild program, some of which may replace existing ships in our fleet • Energy efficiency: continuing to improve our existing fleet’s energy efficiency through investment in projects such as service power packages, air lubrication systems and expanding shore power capabilities • Itinerary efficiency: designing more energy-efficient itineraries and focusing on operational execution and investing in strategically located port and destination projects • New technologies and alternative fuels: investing in a first-of-its-kind lithium-ion battery storage system and exploring carbon capture and storage. We are also supporting the adaptation of alternative fuels, including biofuels such as methanol, which we are assessing as a future low GHG emission fuel option for our ships			In addition to our 2030 sustainability goals, we are also pursuing net zero emissions from ship operations by 2050, aligned with the International Maritime Organization’s revised strategy. Achieving this goal will require energy sources and technologies that do not yet exist. While fossil fuels are currently the only scalable and commercially viable option for our industry, we are closely monitoring technology developments and pioneering important sustainability initiatives in the cruise industry. We have partnered with companies, universities, research bodies, non-governmental organizations, and other key organizations to help identify and scale new technologies not yet ready for the cruise industry. We are piloting maritime scale battery technology, working with classification societies and other stakeholders to assess lower GHG emission fuel options for cruise ships and assessing carbon capture and storage technologies. We have successfully piloted the use of biofuel as a replacement for fossil fuel on three ships. To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached. We continue to make progress on the implementation of Service Power Packages, a comprehensive set of technology upgrades, including updates to ship hotel HVAC systems, technical systems upgrades, state-of-the-art LED lighting systems and remote monitoring and optimization of energy usage and performance, which will be implemented over the next several years across a portion of our fleet. The Service Power Package upgrades are part of our ongoing energy efficiency investment program and are expected to further improve energy savings and reduce fuel consumption. Upon completion, these upgrades are expected to deliver an average of 5-10% fuel savings per ship. We also have nine Air Lubrication Systems (“ALS”) currently operating in our fleet and have additional installations in progress and planned for the future. ALS cushion the flat bottom of a ship’s hull with air bubbles, which reduces the ship’s frictional resistance and the propulsive power required to drive the ship through the water, which generate approximately 5% savings in fuel consumption for propulsion and reductions in GHG emissions on ALS-equipped ships when operating in the appropriate speed range.

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	Proxy Summary
	Executive Compensation Highlights

We have eight LNG powered cruise ships in operation as of November 30, 2023 and three that are expected to join the fleet through 2025. In total, these 11 ships are expected to represent over 20% of our total future capacity by summer 2025. While LNG is a fossil fuel and generates GHG emissions, its direct CO2 emissions are lower than those of conventional fuels and it emits effectively zero sulfur oxides (only the sulfur in the pilot fuel is present), reducing nitrogen oxides by 85% and particulate matter by 95%-100%. Both on a tank-to-wake and well-to-wake basis when measured using the scientifically accepted 100-year global warming potential, LNG has lower overall GHG emissions than conventional fuels. In the absence of market-ready zero-emission fuels, LNG is currently the best readily available fuel to help reduce ship GHG emissions now. The types of engines that we use are subject to small amounts of methane slip (the passage of un-combusted methane through the engine). We are working closely with our engine manufacturers and other technology providers to further mitigate methane slip and we are part of the Methane Abatement in Maritime Innovation Initiative. We are also evaluating options to remove unburnt methane from exhaust streams.

We pioneered the use of Advanced Air Quality Systems on board our ships to aid in the reduction of sulfur and are promoting the use of shore power.

We have also made significant strides in reducing waste and single use plastics as part of our efforts to meet our 2030 circular economy goals:

•

Achieved a 38% unit food waste reduction compared to 2019

•

Continued to remove single-use plastic items from the fleet, having removed hundreds of millions of items since 2018

To incentivize performance on our sustainability priorities, our executive compensation program in 2023 also includes quantitative environmental and sustainability metrics in the Management Incentive Plan bonus and the performance-based equity grants.

	PROMOTING DIVERSITY AND INCLUSION
	We believe that creating an environment where diversity is welcomed and inclusion and belonging is fostered are not only important topics in corporations and boardrooms world-wide, but they are actions which are critically important to sustaining the success of our business. We strive to achieve greater performance through capturing the power of employee diversity across all elements such as race, ethnicity, age, gender and sexual orientation and identification. Accordingly, Josh Weinstein, our President, CEO and Chief Climate Officer, has committed to Catalyst’s “Catalyst CEO Champions for Change” initiative to support the advancement of women’s leadership and diversity in the workplace.			We are also a global partner of the International LGBTQ+ Travel Association (IGLTA), the world’s leading network of LGBTQ+ welcoming tourism businesses. Through our partnership, we will help promote equality and safety for LGBTQ+ tourism worldwide. Our efforts to promote diversity and inclusion have been recognized in 2023 with several top employer awards for advancing inclusion and supporting diversity in the workplace.

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	Proxy Summary
	Executive Compensation Highlights

	INVESTING IN OUR COMMUNITIES
	Sustainable tourism is one of our ongoing priorities. Every year we find new ways to foster shared value, mutual growth, and goodwill with our destination partners—and 2023 was no exception. We also seek out meaningful ways to help address pressing needs in destination communities. For example, in 2023 we began exploring collaborative waste management solutions with several Caribbean nations whereby we collect and transport recyclable materials to offshore recycling centers to help relieve local landfill volumes. We also extended a helping hand to fund recovery efforts in disaster-stricken areas in Hawaii and Acapulco. As part of our commitment to reduce food waste and help our destination communities, Costa Cruises, one of our brands, donates food to port communities served by Costa Cruises in partnership with local organizations. We also continued construction on a new cruise port destination, Celebration Key, which is expected to open in 2025 and will provide business opportunities for the residents of Grand Bahama with an estimated 1,000 local jobs.			Through Carnival Foundation, which oversees many of our philanthropic endeavors, we are also dedicated to creating positive change through empowering youth, enhancing education and strengthening families in the communities where we live and work. Carnival Foundation and the brands of Carnival Corporation & plc support a broad spectrum of organizations that positively impact thousands of youth and families each year through charitable giving, in-kind donations and volunteerism. Whether it is providing job training to the homeless, preserving and protecting the environment, furthering medical research or investing in our future through education and mentoring, the reach of Carnival Foundation is all-encompassing. During times of crisis, Carnival Foundation works closely with national and international relief organizations, coordinating corporate and employee donations for emergencies, such as hurricanes in the U.S. and in the Caribbean. Carnival Foundation’s contributions are spread to communities where the brands operate, but focus on organizations in South Florida, where Carnival Corporation & plc is headquartered.

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Governance

Governance Philosophy

We are committed to governance policies and practices so that shareholder and other stakeholder interests are represented in a thoughtful and independent manner. Sound principles of corporate governance are critical to obtaining and retaining the trust of investors. They are also vital in securing respect from other key stakeholders and interested parties, including our workforce, guests and suppliers, the communities in which we conduct business, government officials and the public-at-large. We believe that our governance framework contributes

to the delivery of our corporate strategy in a number of ways. The Boards and our Board Committees support our senior management in the development, refinement and execution of our corporate strategy by providing independent oversight and valuable input based on their wealth of knowledge and experience in their areas of expertise. The Boards also oversee our risk review and assessment processes, while our Board Committees provide oversight over risks within their area of remit, all of which are incorporated into our strategic planning.

Dual-Listed Arrangement Considerations

Carnival Corporation and Carnival plc operate under a dual listed company (“DLC”) arrangement with primary stock listings in the United States (“U.S.”) and the United Kingdom (“UK”). Accordingly, we implemented a single corporate governance framework consistent, to the extent possible, with the governance practices and requirements of both countries. While there are customs or practices that differ between the two countries, we believe our corporate governance framework effectively addresses the corporate governance requirements of both the U.S. and the UK.

Our corporate governance principles are set forth in our Corporate Governance Guidelines and the charters of our Board Committees. The actions

described in these documents, which the Boards have reviewed and approved, implement applicable requirements, including the New York Stock Exchange listing requirements and, to the extent practicable, the UK Corporate Governance Code published by the UK Financial Reporting Council in July 2018 (the “UK Corporate Governance Code”), as well our own vision of good governance.

We will continue to monitor governance developments in the U.S. and the UK to ensure a vigorous and effective corporate governance framework of the highest international standards.

Our Corporate Governance Guidelines, copies of the charters of our Board Committees and our organizational documents are available under the

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	Governance and Board Matters
	Nominations of Directors

“Governance” section of our website at www.carnivalcorp.com and www.carnivalplc.com.

The Boards are elected by the shareholders to exercise business judgment to act in what they reasonably believe to be in the best interests of Carnival

Corporation & plc and its shareholders. The Boards select and oversee the members of senior management, who are charged by the Boards with conducting the business of Carnival Corporation & plc.

Nominations of Directors

Nomination Principles and Process

Carnival Corporation and Carnival plc are two separate legal entities and, therefore, each has a separate Board of Directors, each of which in turn has its own Nominating & Governance Committee. As the DLC arrangement requires that there be identical Boards of Directors, the Nominating & Governance Committees make one set of determinations in relation to both companies.

The Nominating & Governance Committees, which are made up of independent Directors, actively seek individuals qualified to become Board members and recommend to the Boards the nominees to stand for election as Directors at the Annual Meetings of Shareholders or, if applicable, at a Special Meeting of Shareholders.

All nominations and appointments to the Boards are based on merit and objective criteria. When nominating candidates for the Boards of Directors, including incumbent Directors eligible for re-nomination, regardless of the source of the

nomination, the Nominating & Governance Committees will consider, in accordance with their charter and the Board Diversity Policy, such factors as they deem appropriate, including, but not limited to:

•

the candidate’s judgment;

•

the candidate’s skill;

•

contributions to the Boards of Directors (with respect to incumbent Directors);

•

diversity considerations, including with respect to diversity of experience, professions, skills, geographic representations, knowledge and abilities, as well as race or ethnicity, age and gender;

•

the candidate’s experience with business and other organizations of comparable size;

•

the interplay of the candidate’s experience with the experience of other members of the Boards; and

•

the extent to which the candidate would be a desirable addition to the Boards and any Committees of the Boards.

Time Commitments and Overboarding

All candidates for nomination or re-nomination, including incumbent Directors, have to disclose their other significant commitments and provide confirmation to the Nominating & Governance Committees that they have sufficient time available to fulfill the obligations of the office. The Nominating & Governance Committees provides such disclosure and confirmation to the Boards for their consideration prior to the nomination or re-nomination of a candidate. All candidates for nomination or re-nomination must also comply with our overboarding policy which is included in our Corporate Governance Guidelines. The overboarding policy limits Directors to a maximum of four public company boards, with

chief executive officers and executive officers of public companies limited to a maximum of two public company boards. The Chair of our Boards is also not permitted to serve as a chair of any other public company board. The overboarding policy is reviewed annually as part of the Boards’ review of the Corporate Governance Guidelines. All Directors currently serving are compliant with the overboarding policy and all nominees for election or re-election are required to be compliant as of the 2024 Annual Meetings of Shareholders. Ms. Connors, who has been nominated for election for the first time, will not be in compliance with the overboarding policy as of the 2024 Annual Meetings of Shareholders. However, since

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	Governance and Board Matters
	Board Evaluation Process

she will not be seeking re-election to Boston Scientific’s board of directors in 2024 which will bring Ms. Connors in compliance with our policy, the N&G Committees have agreed to temporarily waive

the overboarding policy with respect to Ms. Connors until Boston Scientific’s 2024 annual meeting (expected in May).

Board Evaluation Process

The Boards maintain a comprehensive annual evaluation process that guides our Director nomination and refreshment process. This includes both a rigorous regular process as well as a different

tri-annual process in lieu of the regular process conducted in partnership with an external third-party governance expert, to support a holistic and thorough evaluation.

[MISSING IMAGE: tb_boardevaluation-pn.jpg]

The N&G Committees and the Boards conduct annual performance evaluations of the Boards, the Boards’ Committees and the members of our Boards of Directors. As part of this process in 2023, each Director was required to complete a questionnaire about the performance of the Boards and their Committees. All questionnaires were reviewed and assessed by the N&G Committees. In addition, the N&G Committees reviewed the individual performance of each member of the Boards of Directors focusing on his or her contribution to Carnival Corporation and Carnival plc and also discussed and reviewed with Non-Executive Directors any significant time commitments they have with other companies or organizations. The N&G Committees reported the results of their review to the Boards. The Boards determined that each nominee was an effective and committed member of the Boards and the Board Committees on which each serves.

During fiscal 2023, all Committees of the Boards also reviewed their own performance against their respective charters by completing questionnaires that were provided to the Chair of the N&G Committees. The results of such reviews were discussed among the members and reported to the Boards. The Boards concluded that the Committees continued to function effectively and continued to meet the requirements of their respective charters.

In 2022, the N&G Committees engaged a third-party governance expert to perform an assessment of the effectiveness of the Boards. The third-party governance expert interviewed each Director and members of senior management who interact substantially with the Boards, reviewed the results of the assessment with the Senior Independent Director, and then presented the results of the assessment as well as recommendations to the full

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	Governance and Board Matters
	Board Orientation and Education

Boards, including our Chair, in late 2022. Refer to “Board Performance Evaluations” in the Carnival plc Corporate Governance Report for additional

information regarding the third-party governance expert’s assessment.

Board Refreshment

We have added four new Directors to our Boards since 2019, including two women, and nominated a fifth Director who is female.

Assuming the election or re-election of all nominees to the Boards, following the Annual Meetings of Shareholders, 42% of the members of the Boards will be women (being five of 12 members) and two Directors will be ethnically diverse.

The N&G Committees also use their best efforts to ensure that the composition of the Boards adheres to the independence requirements applicable to companies listed for trading on the New York Stock Exchange and the London Stock Exchange. The N&G Committees and the Boards utilize the same criteria for evaluating candidates regardless of the source of the referral. Other than the foregoing, there are no stated minimum criteria for Director nominees.

The N&G Committees identify nominees by first evaluating the current members of the Boards willing to continue in service. As part of Director succession

planning, current members of the Boards with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Boards with that of obtaining a new perspective. If any member of the Boards does not wish to continue in service or if the N&G Committees or the Boards decide not to re-nominate a member for re-election, the N&G Committees identify the desired skills and experience of a new nominee in light of the criteria above. Current members of the N&G Committees and the Boards are polled for suggestions as to individuals meeting the criteria of the N&G Committees. The N&G Committees may consider candidates proposed by management but are not required to do so. The N&G Committees generally use third-party search firms to identify and attract potential nominees.

Board Orientation and Education

As part of our new Director orientation program, new Directors meet with the Company Secretary, senior management and Board leadership, as appropriate, and are also provided with a variety of orientation materials to familiarize them with Carnival Corporation & plc’s business, strategy, structure of the Boards and the committees, as their duties and responsibilities under U.S. and UK laws and regulations, and other relevant topics.

All existing Directors are encouraged to continue to develop their skills and knowledge. We provide a

number of different presentations and educational programs for Directors by senior management and outside experts on topics such as industry trends, corporate governance and sustainability developments, cybersecurity, and other topics related to areas of Board oversight. Directors are also encouraged to attend additional continuing educational programs. They also receive materials and updates from management on a regular basis regarding new developments, changes or trends.

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	Governance and Board Matters
	2024 Nominees for Election or Re-Election to the Boards

2024 Nominees for Election or Re-Election to the Boards

The DLC arrangement requires the Boards of Carnival Corporation and Carnival plc to be identical. Shareholders are required to approve the election or re-election of Directors to each Board. There are 12 nominees for election or re-election to each Board of Directors. Each nominee currently serves as a Director of both companies, and each nominee is standing for re-election, except for Nelda J. Connors, who was recommended as a nominee by the N&G Committees and nominated by the Boards for election at the 2024 Annual Meetings of Shareholders after an extensive selection process involving a third-party search firm. All Board nominees are to be elected or re-elected to serve until the next Annual Meetings of Shareholders or until their successors are elected.

All of the nominees have indicated that they will be willing and able to serve as Directors.

With respect to each Board nominee set forth below, the information presented includes such person’s age, the year in which such person first became a Director, any other position held with Carnival Corporation and Carnival plc, such person’s principal occupations during at least the past five years, any directorships held by such nominee in public or certain other companies over the past five years, the nominee’s qualifications, including particular areas of expertise, to serve as a Director and the reasons why their contributions are, and continue to be, important to our long-term sustainable success.

Accordingly, the Boards of Directors unanimously recommend a vote FOR the
election or re-election of each of the Director nominees.

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	2024 Nominees for Election or Re-Election to the Boards

DIRECTOR SKILLS AND QUALIFICATIONS

The N&G Committees endeavor to ensure that our Boards are composed of Directors who collectively bring a wide variety of business backgrounds, experiences, skills and perspectives that provide relevant strategic and operating insight and contribute to the Boards’ ability to effectively oversee our business strategy. The following table describes certain experiences, qualifications and skills that the

Boards have identified as important to carrying out our business strategy and allowing the Boards to effectively fulfill their responsibilities. The attribution of skills to Director nominees reflects careful consideration of each nominee’s professional history and experience in the context of relevance to the Boards’ defined set of priority skills and qualifications.

Experiences, Competencies & Skills	Director Qualifications for Possessing the Skill	Director Nominees with this Skill
Travel, Leisure & Hospitality	Experience in relevant industries such as travel, tourism, leisure and hospitality provides a deep understanding of our business strategy, operations and key markets
Maritime & HSE	Experience in the maritime industry and relevant health, safety and environment matters, provides a critical understanding of our strategic, operating, health and safety, and environmental sustainability priorities
CEO / Senior Leadership	Experience serving as a public company CEO or other senior leadership role can hone skills in core management areas — such as strategic planning, financial reporting, compliance, risk management and leadership development — providing valuable practical understanding of complex organizations
International Perspective	Leadership experience in organizations that operate across diverse and evolving political systems, economic conditions, and cultures provides valuable perspectives for oversight of the risks and opportunities within Carnival’s extensive international business operations
Finance & Accounting	Expertise in finance, capital markets and financial reporting processes enables our Directors to effectively monitor and assess our operating and strategic performance and capital allocation approach, and ensure accurate financial reporting and robust controls
Corporate Governance	Public company board experience provides insight into new and alternative practices which informs our commitment to excellence in corporate governance and helps ensure that the Boards are functioning as an effective and cohesive oversight body with independent perspectives
Strategy, Operations & Risk Management	Experience identifying, managing and mitigating key strategic and operational risks — such as competition, regulatory compliance, brand integrity, cybersecurity, human capital and sustainability — promotes effective oversight of our material risks and opportunities and contributes to effective oversight of strategy in a variety of operating environments
Media, Marketing & Retail	Experience developing and overseeing media, marketing and retail strategies provides the Boards with valuable insight into how to most impactfully reach consumers and other stakeholders

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	2024 Nominees for Election or Re-Election to the Boards

Experiences, Competencies & Skills	Director Qualifications for Possessing the Skill	Director Nominees with this Skill
Technology & Cybersecurity	Experience understanding and managing information technology and cybersecurity matters is increasingly important to mitigate risks to our business, and helps our team address innovation and competitiveness in a rapidly evolving technological age
Government, Legal & Regulatory	Experience in government or legal services allows the Boards to develop their long-term strategies by incorporating current and potential changes in public policy and regulation relevant to Carnival’s business and operations

Experiences, Qualifications & Skills

Arison

Weinstein

Band

Cahilly

Connors

Deeble

Gearhart

Lahey

Mathew

Subotnick

Weil

Weisenburger

Travel, Leisure & Hospitality

Maritime & HSE

CEO / Senior Leadership

International Perspective

Finance & Accounting

Corporate Governance

Strategy, Operations & Risk Management

Media, Marketing & Retail

Technology & Cybersecurity

Government, Legal & Regulatory

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	2024 Nominees for Election or Re-Election to the Boards

		MICKY ARISON

		AGE 74
		Carnival Corporation Director since 1987
		Chair of the Board of Carnival Corporation since 1990
		Carnival plc Director since 2003
		Chair of the Board of Carnival plc since 2003
		COMMITTEES • None

KEY EXPERIENCE AND QUALIFICATIONS

•

Developed a comprehensive understanding of all aspects of our global business strategy, operations, key markets, regulatory landscape, and the maritime and travel and leisure industries through decades of executive and Board experience, including as our former Chief Executive Officer

•

Significant leadership experience has given Mr. Arison unique insight into important functions such as our financing, shipbuilding, risk management, human capital management, marketing strategies, and health, safety and environment that are important to enabling successful execution of our strategic priorities and ongoing operations

•

Played a critical role in the development and evolution of our corporate governance practices to support the most effective oversight of our strategy through tenure as Chair of our Boards

CAREER HIGHLIGHTS

•

Carnival Corporation & plc

◦

Chair of the Board of Directors, Carnival Corporation (1990 to present)

◦

Chair of the Board of Directors, Carnival plc (2003 to present)

◦

CEO, Carnival Corporation (formerly known as Carnival Cruise Lines) (1979 to 2013)

◦

CEO, Carnival plc (2003 to 2013)

OTHER PUBLIC COMPANY BOARDS

•

None

		SIR JONATHON BAND

		AGE 74
		INDEPENDENT Carnival Corporation Director since 2010
		INDEPENDENT Carnival plc Director since 2010
		COMMITTEES • Compliance • HESS • N&G

KEY EXPERIENCE AND QUALIFICATIONS

•

Gained substantial experience in maritime and security matters through 42 years of service with the British Navy, contributing to expansive understanding of our global operations, physical and technological security considerations, human capital matters, risk management and regulatory landscape.

•

Direct experience in the maritime industry and in-depth knowledge of our operations position Sir Jonathon to effectively chair the HESS Committees and provide oversight of sustainability, health and safety risks and compliance with related legal and regulatory requirements

•

Current and previous experience serving on boards of public companies with international operations provides Sir Jonathon with deep corporate governance experience in a global context

CAREER HIGHLIGHTS

•

The British Navy

◦

First Sea Lord and Chief of Naval Staff, the most senior officer position in the British Navy (2006 to 2009, when he retired)

◦

Admiral and Commander-in-Chief Fleet (2002 to 2006)

◦

Served as a naval officer in increasing positions of authority (1967 to 2002)

OTHER PUBLIC COMPANY BOARDS

•

Harland & Wolff Group Holdings plc (2021 to present)

PRIOR COMPANY BOARDS

•

Survitec Group (2015 to 2019)

•

Lockheed Martin UK Limited (2010 to 2015)

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	2024 Nominees for Election or Re-Election to the Boards

		JASON GLEN CAHILLY

		AGE 53
		INDEPENDENT Carnival Corporation Director since 2017
		INDEPENDENT Carnival plc Director since 2017
		COMMITTEES • Audit • Compensation

KEY EXPERIENCE AND QUALIFICATIONS

•

Brings over 25 years of experience in senior leadership and public and private company board roles, including as Chief Strategic and Financial Officer of the National Basketball Association (the “NBA”) and as Goldman Sachs’ Global Co-Head of Media and Telecommunications

•

Direct experience in global media, technology, communications, entertainment, sports, leisure, and finance sectors

•

Deepens our Boards’ understanding and oversight of global strategy, financial and risk management, technology, legal, regulatory, human capital management and corporate governance matters

CAREER HIGHLIGHTS

•

Dragon Group LLC and its affiliates, a private firm that provides capital and business management consulting and advisory services worldwide

◦

Chief Executive Officer (2017 to present)

•

The NBA, a North American professional basketball league

◦

Chief Strategic & Financial Officer (2013 to 2017)

•

Goldman Sachs & Co., a global investment banking, securities and investment management firm

◦

Partner; Global Co-Head of Media and Telecommunications; Head of Principal Investing for Technology, Media & Telecommunications (TMT); Co-Head of TMT Americas Financing Group; and other roles of increasing responsibility (2000 to 2012)

OTHER PUBLIC COMPANY BOARDS

•

Corsair Gaming, Inc. (2020 to present)

PRIOR COMPANY BOARDS

•

NBA China (2013 to 2017)

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	2024 Nominees for Election or Re-Election to the Boards

		NELDA J. CONNORS

		AGE 58
		New INDEPENDENT Carnival Corporation Director Nominee
		New INDEPENDENT Carnival plc Director Nominee
		COMMITTEES • N/A

KEY EXPERIENCE AND QUALIFICATIONS

•

Over 25 years of senior executive experience in diverse and heavily regulated industries provides Ms. Connors comprehensive understanding of strategy, risk management, regulatory matters, health and safety, and complex operations across different markets

•

Strong financial acumen and financial reporting skills developed through leadership of an independent investment firm and public company executive roles contribute to our Boards’ oversight of financial matters

•

Extensive experience overseeing corporate governance, strategy and risk, human capital management, and regulatory considerations in a public company context gained through service on public company boards, including in key committee leadership roles

CAREER HIGHLIGHTS

•

Pine Grove Holdings, LLC, a privately held investment company.

◦

Chairwoman and Chief Executive Officer (2011 to present)

•

Atkore International Inc. (formerly the Electrical and Metal Products division of Tyco International)

◦

President and Chief Executive Officer (2008 to 2010)

•

Eaton Corporation, a global electrical and automotive supplier

◦

Vice President (2002 to 2008)

OTHER PUBLIC COMPANY BOARDS

•

Otis Worldwide Corporation (2022 to present)

•

Zebra Technologies Corporation (2022 to present)

•

Baker Hughes Company (2020 to present)

•

Boston Scientific Corporation (2009 to present)*

PRIOR COMPANY BOARDS

•

BorgWarner Inc. (2020 to 2022)

•

Enersys (2017 to 2021)

•

Delphi Technologies PLC (2017 to 2020)

•

CNH Industrial N.V. (2020)

•

Echo Global Logistics, Inc. (2013 to 2020)

On November 22, 2023, Boston Scientific Corporation has announced that Ms. Connors will not stand for re-election at Boston Scientific Corporation’s 2024 annual meeting of stockholders (expected in May).

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	Governance and Board Matters
	2024 Nominees for Election or Re-Election to the Boards

		HELEN DEEBLE

		AGE 62
		INDEPENDENT Carnival Corporation Director since 2016
		INDEPENDENT Carnival plc Director since 2016
		COMMITTEES • Compensation • HESS

KEY EXPERIENCE AND QUALIFICATIONS

•

Over 30 years of strategic, financial and operational leadership experience in the global maritime and travel industries provide Ms. Deeble deep insight into our key markets, risk management, financing activities, and human capital management in a maritime environment

•

Contributes to the Boards’ oversight of financial and accounting matters and regulatory compliance as a certified UK Chartered Accountant and former senior executive

•

Service on public company and advisory boards provides Ms. Deeble with additional expertise in corporate governance, the maritime industry, sustainability, supply chain and regulatory matters

CAREER HIGHLIGHTS

•

P&O Ferries Division Holdings Ltd., a pan-European shipping and logistics business

◦

Chief Executive Officer (2006 to 2017)

◦

Chief Operating Officer (2004 to 2006)

◦

Chief Financial Officer (1998 to 2003)

•

UK Chamber of Shipping, the UK shipping industry trade association

◦

VP and President (2011 to 2013)

•

Awarded Commander of the Order of the British Empire for services to shipping (2013)

•

Stena Line UK, a European passenger and freight operator

◦

Senior finance roles including Chief Financial Officer (1993 to 1998)

OTHER PUBLIC COMPANY BOARDS

•

Non-Executive Director, CMO Group PLC (2021 to present)

PRIOR COMPANY BOARDS OR ENGAGEMENTS

•

Member of the Supervisory Board, the UK Chamber of Shipping (2011 to July 2023)

•

Non-Executive Director, the Port of London Authority (2014 to 2020)

•

Board member of Standard P&I Club, an insurance mutual representing ship owners globally to manage insurance costs over the long term (2014 to 2018)

•

Board member and member of the regulatory committee of Interferry, a trade organization for ferry operators globally

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	Governance and Board Matters
	2024 Nominees for Election or Re-Election to the Boards

		JEFFREY J. GEARHART

		AGE 59
		INDEPENDENT Carnival Corporation Director since 2020
		INDEPENDENT Carnival plc Director since 2020
		COMMITTEES • Compliance • HESS

KEY EXPERIENCE AND QUALIFICATIONS

•

Contributes deep understanding of global legal, regulatory and compliance matters gained from roles leading the governance and legal organizations at Walmart and as a national law firm partner, which also supports effective oversight of compliance with all laws, regulations and policies applicable to us

•

Substantial experience managing financial, strategic, compliance and regulatory risks in a global organization contributes to our Boards’ understanding and oversight of key risks and their impact on our strategy

•

Brings strong corporate governance expertise developed in the Corporate Secretary and senior leadership roles at Walmart and through service as a public company Board member

CAREER HIGHLIGHTS

•

Walmart, Inc., a global retailer

◦

Executive Vice President, Global Governance and Corporate Secretary, responsible for oversight of Walmart Inc.’s global legal, compliance, ethics and security and investigation functions, among others (2012 to 2018)

◦

Executive Vice President, General Counsel and Corporate Secretary (2010 to 2012)

◦

Executive Vice President, General Counsel (2009 to 2010)

◦

Senior Vice President and Deputy General Counsel (2007 to 2009)

◦

Vice President and General Counsel, Corporate Division (2003 to 2007)

•

Kutak Rock LLP, a national law firm

◦

Partner, Corporate Securities and Mergers and Acquisitions (1998 to 2003)

OTHER PUBLIC COMPANY BOARDS

•

Bank OZK (2018 to present)

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	Governance and Board Matters
	2024 Nominees for Election or Re-Election to the Boards

		KATIE LAHEY

		AGE 73
		INDEPENDENT Carnival Corporation Director since 2019
		INDEPENDENT Carnival plc Director since 2019
		COMMITTEES • HESS • N&G

KEY EXPERIENCE AND QUALIFICATIONS

•

Extensive experience in the maritime, travel, tourism, leisure, and hospitality industries in corporate, industry association and government roles bolsters our Boards’ collective industry expertise and ability to navigate strategic opportunities and challenges

•

Brings meaningful insights into human capital management, succession planning and global talent acquisition and development through experience leading a leadership and talent firm

•

Developed a rich understanding of media and marketing, including the particular concerns of the tourism and transportation sectors, through her leadership of the Business Council of Australia and other roles, which supports the Boards’ oversight of our business and marketing strategies

CAREER HIGHLIGHTS

•

Korn Ferry Australasia, a leadership and talent firm

◦

Non-Executive Chair (2019)

◦

Executive Chair (2011 to 2019)

•

The Tourism and Transport Forum Australia, a tourism and transportation industry group

◦

Chair (2015 to 2018)

•

Carnival Australia, a division of Carnival plc

◦

Executive Chair (2006 to 2013)

•

Business Council of Australia, an association of chief executives of leading companies

◦

Chief Executive (2001 to 2011)

•

Additional roles as Chief Executive of the State Chamber of Commerce (1995 to 2001); Chief Executive of the Sydney City Council (1992 to 1995); and Chairman & Chief Executive Officer of the Victorian Tourism Commission (1989 to 2022)

INDUSTRY RECOGNITION

•

Member of the Order of Australia, for her significant services to business and commerce and the arts (2013)

•

Awarded a Centenary Medal, for her contributions to Australian society in the area of business leadership (2003)

OTHER PUBLIC COMPANY BOARDS

•

None

PRIOR PUBLIC COMPANY BOARDS

•

Non-Executive Director, The Star Entertainment Group Limited (2012 to 2022)

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	2024 Nominees for Election or Re-Election to the Boards

		SARA MATHEW

		AGE 68
		INDEPENDENT Carnival Corporation Director since 2022
		INDEPENDENT Carnival plc Director since 2022
		COMMITTEES • Audit

KEY EXPERIENCE AND QUALIFICATIONS

•

Possesses critical strategic, operational, marketing and human capital expertise to drive transformative growth at large international companies developed through extensive leadership experience

•

Expertise in finance and accounting strengthens our Boards’ ability to assess our operating and strategic performance and oversee financial reporting and controls

•

Technology, data analytics and risk management experience gained through executive and board roles supports our Boards in overseeing technology, cybersecurity and regulatory risks

CAREER HIGHLIGHTS

•

Dun & Bradstreet Corporation, a commercial data analytics company

◦

Chair, President and Chief Executive Officer (2010 to 2013)

◦

President and Chief Operating Officer (2007 to 2010)

◦

Chief Financial Officer (2001 to 2007)

•

The Procter & Gamble Company, a consumer goods company

◦

Division Chief Financial Officer — Baby Care; Regional Vice President — Finance, ASEAN; Comptroller; Assistant Treasurer; and other roles of increasing responsibility (1983 to 2001)

OTHER PUBLIC COMPANY BOARDS

•

Dropbox Inc. (2021 to present)

•

State Street Corporation (2018 to present)

PRIOR PUBLIC COMPANY BOARDS

•

Federal Home Loan Mortgage Corporation (Freddie Mac) (2013 to December 2023)

•

XOS Inc. (and predecessor NextGen Acquisition Corporation) (2020 to 2022)

•

Reckitt Beckiser Group plc (2019 to 2022)

•

Shire plc (2015 to 2019)

•

Campbell Soup Co. (2005 to 2019)

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	Governance and Board Matters
	2024 Nominees for Election or Re-Election to the Boards

		STUART SUBOTNICK

		AGE 82
		INDEPENDENT Carnival Corporation Director since 1987
		INDEPENDENT Carnival plc Director since 2003
		COMMITTEES • Audit • Compliance • N&G

KEY EXPERIENCE AND QUALIFICATIONS

•

Deep industry insights gained from decades of executive leadership at a global media and marketing conglomerate comprising communications, hospitality and entertainment businesses contribute to our Boards’ oversight of our business and marketing strategies

•

Expertise in financing, investing and corporate transactions strengthens our Boards’ ability to effectively oversee our financial, capital allocation and associated risks

•

Experience establishing and growing multiple public and private companies in diverse U.S. and international markets also included significant experience in corporate governance, talent development and succession planning insights

CAREER HIGHLIGHTS

•

Metromedia Company, a privately held diversified Delaware general partnership

◦

President and Chief Executive Officer (2010 to present)

◦

General Partner and Executive Vice President (1986 to 2010)

•

Helped establish, acquire, take public, and operate several companies with national and international presence including Metromedia International Group, Orion Pictures, AboveNet, and Big City Radio

OTHER PUBLIC COMPANY BOARDS

•

None

PRIOR PUBLIC COMPANY BOARDS

•

AboveNet, Inc. (1997 to 2012)

24 | CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT

TABLE OF CONTENTS

	Governance and Board Matters
	2024 Nominees for Election or Re-Election to the Boards

		LAURA WEIL

		AGE 67
		INDEPENDENT Carnival Corporation Director since 2007
		INDEPENDENT Carnival plc Director since 2007
		COMMITTEES • Audit • Compensation • Compliance

KEY EXPERIENCE AND QUALIFICATIONS

•

Over 25 years of executive and operational experience with an emphasis on digital transformation and e-commerce strategies at multi-national businesses strengthens our Boards’ oversight of our business and go-to market strategies

•

Gained valuable experience leading transformational technology initiatives in several prior roles, including management of cybersecurity matters, which bolsters our Boards’ ability to understand and address risks and opportunities related to technology and cybersecurity

•

Developed financial acumen during her tenure as an investment banker and senior executive that helps our Boards effectively oversee financial reporting and controls

CAREER HIGHLIGHTS

•

Village Lane Advisory LLC, which specializes in providing executive and strategic consulting services to retailers as well as private equity firms

◦

Founder and Managing Partner (2015 to present)

•

New York & Company, Inc., a women’s apparel and accessories retailer

◦

Executive Vice President and Chief Operating Officer (2012 to 2014)

•

Ashley Stewart LLC, a privately held retailer

◦

Chief Executive Officer (2010 to 2011)

•

Urban Brands, Inc., a privately held apparel retailer

◦

Chief Executive Officer (2009 to 2010)

•

AnnTaylor Stores Corporation, a women’s apparel company

◦

Chief Operating Officer and Senior Executive Vice President (2005 to 2006)

•

American Eagle Outfitters, Inc., a global apparel retailer

◦

Chief Financial Officer and Executive Vice President (1995 to 2005)

OTHER PUBLIC COMPANY BOARDS

•

Global Fashion Group, S.A. (2019 to present)

•

Pearl Holdings Acquisition Corp. (2021 to present)

PRIOR PUBLIC COMPANY BOARDS

•

Christopher & Banks Corporation (2016 to 2019)

CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT | 25

TABLE OF CONTENTS

	Governance and Board Matters
	2024 Nominees for Election or Re-Election to the Boards

		JOSH WEINSTEIN

		AGE 49
		Carnival Corporation Director since 2022
		Carnival plc Director since 2022
		COMMITTEES • None

KEY EXPERIENCE AND QUALIFICATIONS

•

Deep understanding of our business, strategic priorities, material risks and the cruise industry from 20-year track record in critical and senior roles with us

•

Direct experience managing major operational functions and leading one of our operating units enable Mr. Weinstein to effectively lead our day-to-day operations and inform our Boards of important developments

•

Developed expertise in global operations, finance, marketing, legal, human capital management and developing business strategy through current and prior roles with us

CAREER HIGHLIGHTS

•

Carnival Corporation & plc

◦

President, CEO and Chief Climate Officer (2022 to present)

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Chief Operations Officer (2020 to 2022)

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President, Carnival UK (2017 to 2020)

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Treasurer (2007 to 2017)

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Assistant General Counsel (2003 to 2007)

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Associate General Counsel (2002 to 2003)

OTHER PUBLIC COMPANY BOARDS

•

None

26 | CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT

TABLE OF CONTENTS

	Governance and Board Matters
	2024 Nominees for Election or Re-Election to the Boards

		RANDY WEISENBURGER

		AGE 65
		INDEPENDENT Carnival Corporation Director since 2009
		INDEPENDENT Carnival plc Director since 2009
		Presiding Director and Senior Independent Director
		COMMITTEES • Compensation • Compliance • HESS • N&G

KEY EXPERIENCE AND QUALIFICATIONS

•

Brings substantial executive leadership and global operational skills and a relevant understanding of advertising and marketing to our Boards through his experience at Omnicom and as an executive of several Wasserstein Perella portfolio companies

•

Financial and investing skills and expertise developed at Mile 26 Capital and Omnicom enhance our Boards’ ability to evaluate our operating and strategic performance and oversee financial matters

•

Extensive experience with global regulatory and compliance matters, as well as compensation, talent development and succession planning, gained from leadership of Omnicom which operates numerous individual agencies around the world

CAREER HIGHLIGHTS

•

Mile 26 Capital LLC, a private investment firm

◦

Managing Member (2014 to present)

•

Omnicom Group Inc., a Fortune 250 global advertising, marketing and corporate communications company

◦

Executive Vice President and Chief Financial Officer (1998 to 2014)

•

Wasserstein Perella, a boutique investment bank

◦

Founding member; President and Chief Executive Officer of the firm’s merchant banking subsidiary, Wasserstein & Co. (1988 to 1998)

OTHER PUBLIC COMPANY BOARDS

•

Corsair Gaming, Inc. (2020 to present)

•

MP Materials Corp (2020 to present)

•

Valero Energy Corporation (2011 to present)

CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT | 27

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	Governance and Board Matters
	Board and Committee Governance

Board and Committee Governance

BOARD MEETINGS

During the year ended November 30, 2023, the Board of Directors of each of Carnival Corporation and Carnival plc held a total of 7 meetings. Each Carnival Corporation Director and each Carnival plc Director attended either telephonically or in person at least 75% of all Carnival Corporation & plc Boards of Directors meetings and applicable Board Committee

meetings held during the period that he or she served in fiscal 2023. All Directors then serving attended the 2023 Annual Meetings of Shareholders. As set forth in our Corporate Governance Guidelines, the Boards of Directors expect that all Directors will attend the Annual Meetings of Shareholders.

BOARD LEADERSHIP STRUCTURE

Our Boards of Directors are led by our executive Chair, Mr. Arison. The CEO position is currently separate from the Chair. The Boards maintain the flexibility to determine whether the roles of Chair and CEO should be combined or separated, based on what they believe is in the best interests of Carnival Corporation & plc at a given point in time. We believe that the separation of the Chair and CEO positions is an appropriate corporate governance practice for us at this time, and that having Mr. Arison as our executive Chair enables Carnival Corporation & plc and the Boards to continue to benefit from Mr. Arison’s skills and expertise, including his extensive knowledge of our business.

Our Non-Executive Directors, all of whom are independent, meet privately in executive session at least quarterly. The Presiding Director leads those meetings and also acts as the Senior Independent Director under the UK Corporate Governance Code. In addition, the Presiding Director serves as the

principal liaison to the Non-Executive Directors, reviews and approves meeting agendas for the Boards and reviews meeting schedules. Our Non-Executive Directors, acting in executive session, elected Randy Weisenburger as the Presiding Director and Senior Independent Director. Mr. Weisenburger brought to those roles significant board leadership experience, including as the Chair of our Compensation Committees, familiarity with our Board processes and company structures as a seasoned member of several of our Board committees, and extensive skills and exp