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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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): June 11, 2026
NORWEGIAN
CRUISE LINE HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | |
001-35784 | |
98-0691007 |
(State
or other jurisdiction
of incorporation) | |
(Commission
File Number) | |
(I.R.S. Employer
Identification No.) |
7665
Corporate Center Drive, Miami,
Florida 33126
(Address of principal executive offices, and
Zip Code)
(305)
436-4000
Registrant’s telephone
number, including area code
(Former name or 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 registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written
communication 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 class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Ordinary
shares, par value $.001 per share |
NCLH |
The
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has 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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”)
of Norwegian Cruise Line Holdings Ltd. (the “Company”) previously adopted an amendment and restatement of the Norwegian Cruise
Line Holdings Ltd. 2013 Performance Incentive Plan (the “2013 Plan” and as amended and restated, the “Restated 2013
Plan”), subject to approval by the Company’s shareholders at the Annual Meeting (as such term is defined in Item 5.07 of this
Current Report on Form 8-K). As disclosed in Item 5.07 below, the Company’s shareholders approved the Restated 2013 Plan at the
Annual Meeting.
Among other things, the Restated 2013 Plan reflects
amendments to:
| i. | increase
the number of the Company’s ordinary shares that may be delivered pursuant to all awards granted under the Restated 2013 Plan by
an additional 8,807,000 shares, from 48,009,006 shares to a new maximum aggregate limit of 56,816,006 shares; and |
| ii. | extend
the expiration date of the Restated 2013 Plan to February 8, 2036. |
The Board or one or more committees appointed
by the Board administers the Restated 2013 Plan. The Board has delegated general administrative authority for the Restated 2013 Plan to
the Compensation Committee of the Board. The administrator of the Restated 2013 Plan has broad authority under the plan to, among other
things, select eligible participants and determine the type(s) of award(s) that they are to receive, determine the number of shares that
are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award.
Persons eligible to receive awards under the Restated
2013 Plan include officers or employees of the Company or any of its subsidiaries, members of the Board, and certain consultants and advisors
to the Company or any of its subsidiaries. The types of awards that may be granted under the Restated 2013 Plan include, without limitation,
options, share appreciation rights, share bonuses, restricted shares, performance shares, share units, phantom shares, dividend equivalents
and other forms of awards, which are granted or denominated in the Company’s ordinary shares, as well as cash bonus awards.
The
maximum number of the Company’s ordinary shares that may be delivered pursuant to awards granted under the Restated 2013 Plan is
equal to 56,816,006 shares. Ordinary shares subject to outstanding awards that are settled in cash will be available for issuance
under the Restated 2013 Plan, as will any ordinary shares exchanged or withheld by the Company to satisfy any purchase price and tax withholding
obligations related to “full value awards” such as restricted shares or restricted share units. However, with respect to all
awards of options or share appreciation rights (“SAR(s)”), any shares that are not issued or delivered as a result of the
net settlement of an outstanding option or SAR, or any ordinary shares that are not issued or are tendered back to the Company as payment
for any options or SARs, as well as any ordinary shares withheld or tendered to satisfy tax withholding obligations related to options
or SARs, as well as any shares repurchased with the proceeds of any option exercise price, will not again be available for new grants
under the Restated 2013 Plan. In addition, the gross number of ordinary shares for which a SAR award is exercised, and not the number
of ordinary shares actually issued, will count against the share limits of the Restated 2013 Plan.
The foregoing summary of the Restated 2013 Plan
and the amendments thereto is qualified in its entirety by reference to the text of the Restated 2013 Plan, which is filed as Exhibit
10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2026, the Company held its annual
general meeting of shareholders at the Pullman Miami, 5800 Waterford District Drive, Miami, Florida 33126 (the “Annual Meeting”).
At the Annual Meeting, the Company’s shareholders voted on six proposals, each of which is described in more detail in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (the “Definitive
Proxy Statement”), as supplemented by the Company’s supplemental proxy materials filed with the SEC on May 6, 2026 (the “Supplemental
Proxy Materials” and, together with the Definitive Proxy Statement, the “Proxy Statement”). There were 363,852,495 ordinary
shares present at the Annual Meeting in person or by proxy, which represented 79.25% of the combined voting power of ordinary shares entitled
to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s ordinary
shares as of the close of business on April 15, 2026 were entitled to one vote for each ordinary share held.
The shareholders of the Company voted on the following
proposals at the Annual Meeting:
| 1. | To
elect three directors, each to serve as Class I directors until the 2029 annual general meeting of shareholders and until his or her
successor has been elected and qualified, or until his or her earlier death, resignation or removal. |
| 2. | To
approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay Vote”)
as disclosed in the Proxy Statement. |
| 3. | To
approve, on a non-binding, advisory basis, the frequency of future Say-on-Pay Votes. |
| 4. | To
approve an amendment to the 2013 Plan, including an increase in the number of shares available for grant under the 2013 Plan. |
| 5. | To
ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting
firm for the year ending December 31, 2026 and the determination of PwC’s remuneration by the Audit Committee of the Board. |
| 6. | A
shareholder proposal requesting the declassification of the Board. |
The voting results for each of these proposals
are detailed below.
| Nominee | |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| Zillah Ellen Byng-Thorne | |
247,005,384 | | |
24,111,797 | | |
1,062,837 | | |
91,672,477 | |
| Alex Cruz | |
267,945,117 | | |
3,693,105 | | |
541,796 | | |
91,672,477 | |
| Linda P. Jojo | |
258,428,913 | | |
12,948,760 | | |
802,345 | | |
91,672,477 | |
Each of the three nominees for director was elected
to serve until the 2029 annual general meeting of shareholders and until his or her successor has been elected and qualified, or until
his or her earlier death, resignation or removal.
| 2. |
Advisory
Vote on Executive Compensation |
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 233,387,448 | | |
38,145,401 | | |
647,169 | | |
91,672,477 | |
The shareholders approved, on a non-binding, advisory
basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| 3. |
Advisory Vote on the Frequency of Future Say-on-Pay Votes
|
| 1 Year | | |
2 Years | | |
3 Years | | |
Abstain | |
| 265,317,260 | | |
498,761 | | |
5,418,226 | | |
945,771 | |
The shareholders voted, on a non-binding, advisory basis, for future
Say-on-Pay Votes to occur on an annual basis.
| 4. |
Approval of Amendment to 2013 Plan |
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 262,009,659 | | |
9,510,085 | | |
660,274 | | |
91,672,477 | |
The shareholders approved an amendment to the
2013 Plan, including an increase in the number of shares available for grant under such plan. The Restated 2013 Plan is described above
in Item 5.02 of this Current Report on Form 8-K.
| 5. |
Ratification of Appointment of Independent Registered Public
Accounting Firm |
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 353,556,052 | | |
9,454,489 | | |
841,954 | | |
— | |
The shareholders ratified the appointment of PwC
as the Company’s independent registered public accounting firm for the year ending December 31, 2026 and the determination of PwC’s
remuneration by the Audit Committee of the Board.
| 6. |
Shareholder Proposal Requesting the Declassification of the Board |
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 235,818,734 | | |
35,431,208 | | |
930,076 | | |
91,672,477 | |
The shareholders approved the shareholder proposal
to declassify the Board.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Norwegian Cruise Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan. |
| 104 |
|
Cover Page Interactive Date File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
| Date: June 16, 2026 |
NORWEGIAN CRUISE LINE HOLDINGS LTD. |
| |
|
|
| |
By: |
/s/ Daniel S. Farkas |
| |
Name: |
Daniel S. Farkas |
| |
Title: |
Executive Vice President, General Counsel, Chief Development Officer and Secretary |
