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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): March 16, 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)
(305)
436-4000
(Registrant’s telephone
number, including area code)
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:
| ¨ | 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 $0.001 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ¨
The
board of directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (the “Company”) has established June 11,
2026, as the date of the Company’s 2026 Annual General Meeting of Shareholders (the “2026 Annual Meeting”). The
close of business on April 15, 2026 is set as the record date for determining the holders of ordinary shares of the Company entitled to
receive notice of, and to vote at, the 2026 Annual Meeting and any adjournments or postponements thereof. The
time and location of the 2026 Annual Meeting will be set forth in the Company’s proxy statement for the 2026 Annual Meeting.
The
deadline previously announced in the Company’s proxy statement for the 2025 Annual General Meeting of Shareholders (the “2025
Proxy Statement”) for shareholders to submit proposals pursuant to Rule 14a-8 under the Exchange Act of 1934, as amended (the “Exchange
Act”), remains unchanged.
In
accordance with the Company’s bye-laws (the “Bye-laws”), for director nominations or shareholder proposals to be brought
before the 2026 Annual Meeting, other than Rule 14a-8 proposals described above, written notice must be delivered to the Secretary of
the Company at 7665 Corporate Center Drive, Miami, Florida 33126, no later than the close of business on March 26, 2026, and comply
with the requirements of the Bye-laws.
In
addition, the deadline previously announced in the 2025 Proxy Statement for any person intending to solicit proxies at the 2026 Annual
Meeting in support of director nominees other than the Company’s nominees pursuant to Rule 14a-19 under the Exchange Act remains
unchanged.
All
proposals, nominations, and/or notices must be delivered to the Company in compliance with all applicable rules and regulations of the
Securities and Exchange Commission and the Bye-laws.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
| Date: March 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 |