Royal Caribbean (RCL) investors approve board slate, executive pay and PwC

Rhea-AI Filing Summary

Royal Caribbean Cruises Ltd. reported the results of its annual shareholder meeting held on May 28, 2026. Shareholders elected thirteen director nominees to the Board, with each receiving a majority of votes cast. Support levels varied by nominee but all cleared the majority threshold.

Shareholders also gave advisory approval to the company’s executive compensation program, with 220,079,230 votes in favor versus 7,193,973 against, plus abstentions and broker non-votes. In addition, they ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for say-on-pay: 220,079,230 votes Votes against say-on-pay: 7,193,973 votes Broker non-votes on pay: 14,799,224 votes +4 more

7 metrics

Votes for say-on-pay 220,079,230 votes Advisory approval of named executive officer compensation

Votes against say-on-pay 7,193,973 votes Advisory approval of named executive officer compensation

Broker non-votes on pay 14,799,224 votes Advisory approval of named executive officer compensation

Votes for auditor ratification 233,858,800 votes Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Votes against auditor 8,532,249 votes Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Highest director support example 226,616,962 votes for Election of director nominee Christopher Wiernicki

Lowest director support example 210,408,538 votes for Election of director nominee John F. Brock

Key Terms

Broker Non-Votes, advisory basis, independent registered public accounting firm, named executive officers

4 terms

Broker Non-Votes financial

"Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"The compensation of our named executive officers was approved on an advisory basis"

independent registered public accounting firm financial

"as our independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

named executive officers financial

"Advisory Approval of the Company’s Compensation of Its Named Executive Officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

0000884887false00008848872026-05-282026-05-28

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): May 28, 2026

ROYAL CARIBBEAN CRUISES LTD.

(Exact name of registrant as specified in its charter) 

Republic of Liberia

(State or Other Jurisdiction of Incorporation)

1-11884						98-0081645
(Commission File Number)						(IRS Employer Identification No.)

1050 Caribbean Way, Miami, Florida 33132

                      (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 305-539-6000

Not Applicable

(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:

☐ 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 class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

RCL

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.  o

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

At the Annual Meeting, held May 28, 2026, the Company’s shareholders voted on the following three proposals and cast their votes as described below.

Election of Directors

Director Nominee						Votes For						Votes Against						Abstentions						Broker Non-Votes
John F. Brock						210,408,538						17,063,904						197,452						14,799,224
Richard D. Fain						223,075,935						4,540,395						53,564						14,799,224
Stephen R. Howe, Jr.						221,073,070						6,500,191						96,633						14,799,224
Michael O. Leavitt						226,540,326						1,067,523						62,045						14,799,224
Jason T. Liberty						220,053,435						7,558,132						58,327						14,799,224
Amy McPherson						222,364,869						5,131,639						173,386						14,799,224
Maritza G. Montiel						226,282,468						1,331,530						55,896						14,799,224
Eyal M. Ofer						213,134,835						14,473,063						61,996						14,799,224
Vagn O. Sørensen						222,345,321						5,266,161						58,412						14,799,224
Donald Thompson						224,755,112						2,853,727						61,055						14,799,224
Christopher Wiernicki						226,616,962						992,366						60,566						14,799,224
Arne Alexander Wilhelmsen						214,296,127						13,318,984						54,783						14,799,224

Each of the thirteen nominees listed above was elected to the Board of Directors, each having received the affirmative vote of a majority of the votes cast.

Advisory Approval of the Company’s Compensation of Its Named Executive Officers

						Number
Votes For						220,079,230
Votes Against						7,193,973
Abstentions						396,691
Broker Non-Votes						14,799,224

The compensation of our named executive officers was approved on an advisory basis, having received the affirmative vote of a majority of the votes cast.

Ratification of the Auditors

						Number
Votes For						233,858,800
Votes Against						8,532,249
Abstentions						78,069

The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, having received the affirmative vote of a majority of the votes cast.

SIGNATURES

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

						ROYAL CARIBBEAN CRUISES LTD.
Date:			May 28, 2026			By:			/s/ R. Alexander Lake
						Name:			R. Alexander Lake
						Title:			Chief Legal Officer & Secretary

FAQ

What key decisions did Royal Caribbean (RCL) shareholders make at the 2026 annual meeting?

Shareholders elected thirteen directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as auditor for 2026. Each item received a majority of votes cast, indicating broad shareholder support across governance, pay, and audit matters.

How did Royal Caribbean (RCL) shareholders vote on the 2026 director elections?

All thirteen director nominees were elected, each receiving more votes for than against. Individual support levels differed, but every nominee secured a majority of votes cast, allowing the full slate to continue or begin service on the Board of Directors for the coming term.

Was Royal Caribbean’s executive compensation approved by shareholders in 2026?

Yes. Shareholders approved compensation of the named executive officers on an advisory basis, with 220,079,230 votes for, 7,193,973 against, and 396,691 abstentions. Broker non-votes totaled 14,799,224, but the favorable votes represented a clear majority of votes cast.

Which audit firm did Royal Caribbean (RCL) shareholders ratify for fiscal 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Royal Caribbean’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 233,858,800 for, 8,532,249 against, and 78,069 abstentions, reflecting strong support for continuing with the same auditor.

What are broker non-votes in the Royal Caribbean (RCL) 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions for non-routine items. For Royal Caribbean’s 2026 meeting, broker non-votes totaled 14,799,224 on director elections and the say-on-pay proposal, affecting the count but not the majority outcome.

Did any Royal Caribbean (RCL) 2026 shareholder proposals fail to receive majority support?

No. All three reported matters—director elections, advisory approval of executive compensation, and auditor ratification—received a majority of votes cast in favor. As a result, the director slate was elected, compensation was approved on an advisory basis, and the auditor selection was ratified.

Filing Exhibits & Attachments

4 documents

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