STOCK TITAN
  1. Home
  2. Sec-filings
  3. CCL
  4. [8-K] CARNIVAL CORP Reports Material Event

Carnival (NYSE: CCL) investors approve directors, pay and DLC unification

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Carnival Corporation and Carnival plc reported results of their April 17, 2026 shareholder meetings. Shareholders re-elected all 11 directors, with most receiving over 875 million votes in favor. Advisory votes approving executive compensation and the Carnival plc Directors’ Remuneration Report also passed.

Shareholders approved auditor appointments and authorizations, including authority to allot new Carnival plc shares, disapply pre-emption rights, and permit market buybacks of Carnival plc ordinary shares. In a separate Court Meeting, 94.97% of Scheme Shares voted were cast in favor of the Scheme supporting the dual-listed company unification and redomiciliation of Carnival Corporation from Panama to Bermuda. Related special meeting resolutions at both entities also received strong support.

Positive

  • None.

Negative

  • None.

Insights

Shareholders strongly backed the board, pay packages, and a major structural unification plan.

Voting results show broad support for the existing leadership and governance framework at Carnival Corporation and Carnival plc. All director nominees were re-elected, and advisory resolutions on executive compensation and the Directors’ Remuneration Report passed with large majorities.

The approval of authorities to allot new shares, disapply pre-emption rights, and repurchase Carnival plc ordinary shares provides flexibility within shareholder-approved limits. Separately, Scheme Shareholders and wider investors supported the dual-listed company unification and redomiciliation steps, indicating alignment with the boards’ recommended corporate structure changes.

Actual impact on capital structure and operations will depend on implementation of the approved unification and redomiciliation transactions, as these resolutions primarily represent shareholder consent to proceed with the planned framework.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Total proxies at Annual Meetings 1,205,637,579 shares Shares entitled to vote represented by proxies at Annual Meetings
Say-on-pay vote for 879,051,088 votes Advisory vote to approve executive compensation
Deloitte auditor ratification for 1,057,700,041 votes Appointment/ratification of Deloitte as Carnival plc and Carnival Corporation auditors
Authority to allot new shares for 1,034,070,171 votes Carnival plc authority to allot new shares
Carnival plc buyback authority for 1,053,498,983 votes General authority to buy back Carnival plc ordinary shares
Scheme Shares for unification 67,041,711 shares Scheme Shares voted for the Scheme at Court Meeting
Scheme approval percentage by value 94.97% Percentage of Scheme Shares voted for the Scheme
Carnival Corporation EGM main proposal for 835,160,437 votes Approval of DLC Unification and Redomiciliation Transactions
Scheme of Arrangement regulatory
"with effect from the Scheme of Arrangement becoming effective, the termination of the Equalization Agreement"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
DLC Unification and Redomiciliation Transactions regulatory
"in connection with the proposed unification of Carnival Corporation and Carnival plc’s dual listed company structure and the redomiciliation"
pre-emption rights financial
"the disapplication of pre-emption rights in relation to the allotment of new shares and sale of treasury shares by Carnival plc"
A shareholder’s right to be offered new shares before they are sold to outsiders, allowing existing owners to buy enough to keep their ownership percentage. Think of it like being offered the first slice of a pie so your share doesn’t shrink; it matters to investors because it protects voting power and economic value from being diluted when a company issues more stock, and it can affect how easy or costly fundraising is.
Memorandum of Continuance regulatory
"To adopt the Memorandum of Continuance that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda"
Bye-Laws regulatory
"To adopt the Carnival Corporation Ltd. Bye-Laws that will take effect upon the redomiciliation"
Bye-laws are a company's internal rulebook that sets how the business runs day-to-day and how decisions are made, covering things like how meetings are held, how directors are appointed, and how shares can be transferred. For investors, bye-laws matter because they determine voting rights, who controls key decisions, and how easy it is to change ownership or corporate policy—think of them as the operating instructions that shape shareholder power and corporate behavior.
Court Meeting regulatory
"the Carnival plc Court Meeting (the “Court Meeting”) was held on April 17, 2026"
Understanding 8-K Material Events →
false0000815097000112525900008150972026-04-172026-04-170000815097ccl:CarnivalPublicLimitedCompanyMember2026-04-172026-04-170000815097us-gaap:CommonStockMember2026-04-172026-04-170000815097ccl:CarnivalPublicLimitedCompanyMemberccl:OrdinarySharesMember2026-04-172026-04-17

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 17, 2026

Carnival Corporation
carnival flag.jpg
Carnival plc
(Exact name of registrant as
specified in its charter)		(Exact name of registrant as
specified in its charter)
Republic of Panama
England and Wales
(State or other jurisdiction of
incorporation)		(State or other jurisdiction of
incorporation)
001-9610001-15136
(Commission File Number)(Commission File Number)
59-156297698-0357772
(IRS Employer Identification No.)(IRS Employer Identification No.)
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Carnival House, 100 Harbour Parade
Southampton SO15 1ST, United Kingdom
(Address of principal
executive offices)
(Zip Code)		(Address of principal
executive offices)
(Zip Code)
(305) 599-2600
011 44 23 8065 5000
(Registrant’s telephone number,
including area code)		(Registrant’s telephone number,
including area code)
NoneNone
(Former name or former address,
 if changed since last report.)		(Former name, former address,
if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value)CCL
New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depositary Shares ($1.66 par value) Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust
CUK
New York Stock Exchange, Inc.



Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter).

Emerging growth companies ☐

If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.07 – Submission of Matters to a Vote of Security Holders.

Annual Meetings

The annual meetings of shareholders of Carnival Corporation and Carnival plc were held on April 17, 2026 (the “Annual Meetings”). On all matters which came before the Annual Meetings, holders of Carnival Corporation common stock and Carnival plc ordinary shares were entitled to one vote for each share held. Proxies for 1,205,637,579 shares entitled to vote were received in connection with the Annual Meetings.

All of the nominees were elected at the Annual Meetings to serve as directors of Carnival Corporation and Carnival plc until the next annual meetings of shareholders. Carnival Corporation and Carnival plc’s shareholders also approved all other proposals that were submitted at the Annual Meetings, as recommended by the Boards of Directors.

The matters which were submitted to Carnival Corporation and Carnival plc’s shareholders for approval at the Annual Meetings and the tabulation of the final votes with respect to each such matter were as follows:

Director Elections.
Proposal
For
Against
Abstain
Broker
Non-Votes
1.
To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc
885,002,049
31,232,814
682,207
144,365,254
2.
To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc
875,364,523
40,769,204
783,343
144,365,254
3.
To re-elect Jason Glen Cahilly as a director of Carnival Corporation and Carnival plc
906,334,457
9,786,767
795,846
144,365,254
4.
To re-elect Nelda J. Connors as a director of Carnival Corporation and Carnival plc
905,722,778
10,402,443
791,849
144,365,254
5.
To re-elect Helen Deeble as a director of Carnival Corporation and Carnival plc
907,516,980
8,613,066
787,024
144,365,254
6.
To re-elect Jeffrey J. Gearhart as a director of Carnival Corporation and Carnival plc
911,045,968
5,066,698
804,404
144,365,254
7.
To re-elect Katie Lahey as a director of Carnival Corporation and Carnival plc
898,488,541
17,635,989
792,540
144,365,254
8.
To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc
815,433,057
100,638,837
845,176
144,365,254
9.
To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc
835,320,505
80,762,636
833,929
144,365,254
10.
To re-elect Josh Weinstein as a director of Carnival Corporation and Carnival plc
900,871,675
15,262,559
782,836
144,365,254



Proposal
For
Against
Abstain
Broker
Non-Votes
11.
To re-elect Randy Weisenburger as a director of Carnival Corporation and Carnival plc
829,916,228
86,159,361
841,481
144,365,254
    Other Matters.




12.
To hold a (non-binding) advisory vote to approve executive compensation
879,051,088
29,497,346
8,368,636
144,365,254
13.
To hold a (non-binding) advisory vote to approve the Carnival plc Directors’ Remuneration Report
883,294,017
25,278,501
8,344,552
144,365,254
14.
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
1,057,700,041
2,000,000
1,582,283
144,365,254
15.
To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditor of Carnival plc
1,057,519,943
2,285,498
1,476,883
144,365,254
16.
To receive the accounts and reports of the Directors and auditor of Carnival plc for the year ended November 30, 2025
1,052,393,969
1,587,384
7,300,971
144,365,254
17.
To approve the giving of authority for the allotment of new shares by Carnival plc
1,034,070,171
25,658,516
1,553,637
144,365,254
18.
To approve, subject to Proposal 17 passing, the disapplication of pre-emption rights in relation to the allotment of new shares and sale of treasury shares by Carnival plc
1,049,666,989
9,658,081
1,957,255
144,365,254
19.
To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market
1,053,498,983
2,151,546
5,631,795
144,365,254

Carnival plc Court Meeting

In addition, the Carnival plc Court Meeting (the “Court Meeting”) was held on April 17, 2026, in connection with the proposed unification of Carnival Corporation and Carnival plc’s dual listed company structure and the redomiciliation of Carnival Corporation from Panama to Bermuda (the “DLC Unification and Redomiciliation Transactions”).

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder present (in person or by proxy) was entitled to one vote per Scheme Share held at 6:30 p.m. BST on April 15, 2026. In summary, the requisite majority of Scheme Shareholders present and voting (in person or by proxy), being a majority in number of Scheme Shareholders present and voting (either in person or by proxy) voted in favor of the Scheme at the Court Meeting, and they represented not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders.



Scheme Shareholders who voted*Scheme Shares votedNumber of Scheme Shares voted as a percentage of Scheme Shares entitled to vote on the Scheme**
NumberPercentage**NumberPercentage**
FOR1,362 81.46 67,041,711 94.97 45.88 
AGAINST310 18.54 3,547,156 5.03 2.43 
TOTAL***
1,658*100.00 70,588,867 100.00 48.30 

Notes:
* Where a Scheme Shareholder cast some of their votes "FOR" and some of their votes "AGAINST" the resolution, such Scheme Shareholder has been counted as having voted both "FOR" and "AGAINST" the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted.

** All percentages have been rounded to the nearest two decimal places.

*** The aggregate of Scheme Shareholders voting "FOR" and "AGAINST" the resolution as set out in this row exceeds the total number and percentage of Scheme Shareholders who voted because 14 registered members gave instructions for votes to be cast "FOR" the resolution in respect of part of their holding of Scheme Shares and "AGAINST" the resolution in respect of another part of their holding of Scheme Shares.


Special Meetings

The Carnival plc General Meeting of shareholders and the Carnival Corporation Extraordinary General Meeting of shareholders (collectively, the “Special Meetings”) were held on April 17, 2026, in connection with the DLC Unification and Redomiciliation Transactions. On all matters which came before the applicable Special Meeting, holders of Carnival Corporation common stock and Carnival plc ordinary shares were entitled to one vote for each share held.

Proxies for 70,153,263 shares entitled to vote were received in connection with the Carnival plc General Meeting of shareholders. Proxies for 845,904,932 shares entitled to vote were received in connection with the Carnival Corporation Extraordinary General Meeting. Carnival Corporation and Carnival plc’s shareholders approved all proposals that were submitted at the Special Meetings, as recommended by the Boards of Directors.

The matters which were submitted to Carnival plc’s and Carnival Corporation’s shareholders for approval at the Special Meetings and the tabulation of the final votes with respect to each such matter were as follows:



Carnival plc General Meeting
ProposalForAgainst
Abstain1
Broker
Non-Votes
1.
To approve the DLC Unification and Redomiciliation Transactions including, with effect from the Scheme of Arrangement becoming effective, the termination of the Equalization Agreement2
66,565,5123,521,67367,0760
2.To authorize the Boards of Directors of Carnival Corporation and Carnival plc to take all action necessary and appropriate for implementing the Scheme of Arrangement and the DLC Unification and Redomiciliation Transactions 66,563,2623,516,00773,9940
3.To adopt the new articles of association of Carnival plc with effect from the passing of the resolution 67,030,7973,043,26079,2050
4.
To adopt the new articles of association of Carnival plc with effect from the Scheme of Arrangement becoming effective2
67,029,5513,042,89080,8210
5.
To adopt the Memorandum of Continuance that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2

66,945,596

3,127,705

79,961

0
6.
To adopt the Carnival Corporation Ltd. Bye-Laws that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2
67,034,6343,038,06480,5650





Corporation Extraordinary General Meeting
ProposalForAgainstAbstain
Broker
Non-Votes
1.
To approve the DLC Unification and Redomiciliation Transactions including, with effect from the Scheme of Arrangement becoming effective, the termination of the Equalization Agreement2
835,160,4379,912,466832,0290
2.To authorize the Boards of Directors of Carnival Corporation and Carnival plc to take all action necessary and appropriate for implementing the Scheme of Arrangement and the DLC Unification and Redomiciliation Transactions835,200,4419,926,661777,8300
3.To adopt the new articles of association of Carnival plc with effect from the passing of this resolution840,469,6014,650,756784,5750
4.
To adopt the new articles of association of Carnival plc with effect from the Scheme of Arrangement becoming effective2
840,439,0034,670,284795,6450
5.
To adopt the Memorandum of Continuance that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2
840,526,8594,618,753759,3200
6.
To adopt the Carnival Corporation Ltd. Bye-Laws that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2
840,570,7114,598,130736,0910
7.Because there were sufficient votes to approve the foregoing proposals, adjournment of the Corporation Extraordinary General Meeting was unnecessary, and Proposal 7 therefore was not called

Notes:

1 An "abstained" vote is not a vote in law and is not counted in the calculation of the proportion of votes "FOR" or "AGAINST" the resolution.

2 Resolutions 1, 4, 5 and 6 are class rights actions. Each of these resolutions were approved by the requisite majorities of Carnival plc Shareholders and Carnival Corporation Shareholders voting separately (and excluding the holder of the Carnival plc special voting share and the holder of the Carnival Corporation special voting share). The number of votes "FOR" and "AGAINST" resolutions that are class rights actions are therefore different and lower than the number of votes "FOR" and "AGAINST" resolutions that are joint electorate actions.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARNIVAL CORPORATIONCARNIVAL PLC
By:/s/ Enrique MiguezBy:/s/ Enrique Miguez
Name:Enrique MiguezName:Enrique Miguez
Title:General CounselTitle:General Counsel
Date:April 20, 2026Date:April 20, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What did Carnival (CCL) shareholders decide at the 2026 annual meetings?

Shareholders re-elected all 11 directors and approved every management-backed proposal. This included advisory approval of executive compensation, the Carnival plc Directors’ Remuneration Report, auditor appointments, and authorities related to share allotment, pre-emption disapplication, and potential buybacks of Carnival plc ordinary shares.

How did Carnival (CCL) investors vote on executive compensation in 2026?

Investors approved executive pay in a non-binding advisory vote, with 879,051,088 votes for, 29,497,346 against, and 8,368,636 abstaining. They also backed the Carnival plc Directors’ Remuneration Report, which received 883,294,017 votes for and 25,278,501 against, indicating broad support for current compensation structures.

Were the DLC Unification and Redomiciliation Transactions approved for Carnival (CCL)?

Yes. At the Carnival plc Court Meeting, 94.97% of Scheme Shares voted were cast in favor of the Scheme. Separate special meetings for Carnival plc and Carnival Corporation also approved resolutions supporting the dual-listed company unification and the redomiciliation of Carnival Corporation from Panama to Bermuda.

What were the key vote results at the Carnival plc Court Meeting?

At the Court Meeting, 1,362 Scheme Shareholders voted for and 310 against, representing 67,041,711 Scheme Shares for and 3,547,156 against. The supporting votes equaled 94.97% of Scheme Shares voted, satisfying the required majorities in both number and value of participating Scheme Shareholders.

Did Carnival (CCL) shareholders approve new share authorities and buybacks for Carnival plc?

Yes. Shareholders approved authority for Carnival plc to allot new shares, disapply pre-emption rights, and grant a general authority to buy back Carnival plc ordinary shares in the open market. Each of these resolutions received over 1.03 billion votes in favor, with relatively low opposition.

What auditor decisions did Carnival (CCL) shareholders approve in 2026?

Shareholders approved appointing Deloitte LLP as Carnival plc’s independent auditor and ratifying Deloitte & Touche LLP as Carnival Corporation’s independent registered public accounting firm. They also authorized the Carnival plc Audit Committee to determine the auditor’s remuneration, with more than 1.05 billion votes cast in favor of these auditor-related proposals.

Filing Exhibits & Attachments

4 documents

Other Documents