UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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.
On October 6, 2023, the Board of Directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (“NCLH”) appointed Mr. José E. Cil as a member of the Board. In connection with Mr. Cil’s appointment, the Board increased the size of the Board from eight to nine members. The Board has determined that Mr. Cil qualifies as an independent director pursuant to the rules and regulations of the United States Securities and Exchange Commission and the New York Stock Exchange.
The Board also appointed Mr. Cil to the Audit Committee of the Board. Following such appointment, the members of the Audit Committee are: Mr. Harry C. Curtis, Chairperson, Mr. Russell Galbut, Mr. David Abrams, Ms. Zillah Byng-Thorne and Mr. Cil.
Pursuant to NCLH’s Directors’ Compensation Policy, Mr. Cil will receive the following compensation: (i) an annual cash retainer of $100,000, payable in four equal quarterly installments, (ii) $10,000 for each Board or committee meeting located outside of his country of residence and attended in-person, (iii) an annual Audit Committee member cash retainer of $20,000, payable in four equal quarterly installments and (iv) an annual restricted share unit (“RSU”) award on the first business day of each calendar year valued at $195,000 on the date of the award, which will vest in one installment on the first business day of the next calendar year (a pro-rated RSU award for 2023 was awarded). Beginning in 2024, Mr. Cil will have the option to elect to receive all or a portion of his $100,000 annual cash retainer in the form of RSUs in lieu of cash.
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: October 10, 2023 | NORWEGIAN CRUISE LINE HOLDINGS LTD. | ||
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| By: | /s/Daniel S. Farkas |
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| Daniel S. Farkas |
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| Executive Vice President, General Counsel, Chief Development Officer and Assistant Secretary | |
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Document and Entity Information |
Oct. 06, 2023 |
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| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Oct. 06, 2023 |
| Entity File Number | 001-35784 |
| Entity Registrant Name | NORWEGIAN CRUISE LINE HOLDINGS LTD. |
| Entity Incorporation, State or Country Code | D0 |
| Entity Tax Identification Number | 98-0691007 |
| Entity Address, Address Line One | 7665 Corporate Center Drive |
| Entity Address, City or Town | Miami |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33126 |
| City Area Code | 305 |
| Local Phone Number | 436-4000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Ordinary shares, par value $.001 per share |
| Trading Symbol | NCLH |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001513761 |
| Amendment Flag | false |
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