0001193125-13-270661.txt : 20130625 0001193125-13-270661.hdr.sgml : 20130625 20130625163935 ACCESSION NUMBER: 0001193125-13-270661 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130624 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130625 DATE AS OF CHANGE: 20130625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL CORP CENTRAL INDEX KEY: 0000815097 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 591562976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09610 FILM NUMBER: 13932477 BUSINESS ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178-2428 BUSINESS PHONE: 3055992600 MAIL ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: CARNIVAL CRUISE LINES INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL PLC CENTRAL INDEX KEY: 0001125259 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15136 FILM NUMBER: 13932478 BUSINESS ADDRESS: STREET 1: 5 GAINSFORD ST STREET 2: CARNIVAL HOUSE CITY: LONDON WC1A 1PP ENGL STATE: X0 ZIP: 00000 BUSINESS PHONE: 011 44 20 7940 5381 MAIL ADDRESS: STREET 1: 77 NEW OXFORD ST CITY: LONDON STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: P&O PRINCESS CRUISES PLC DATE OF NAME CHANGE: 20000929 8-K 1 d560098d8k.htm FORM 8-K FORM 8-K

 

 

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) June 24, 2013

LOGO

 

    Carnival Corporation    

 

            Carnival plc            

(Exact name of registrant   (Exact name of registrant
as specified in its charter)   as specified in its charter)

 

      Republic of Panama      

 

          England and Wales      

(State or other jurisdiction   (State or other jurisdiction
of incorporation)   of incorporation)

 

                  1-9610                     

 

                1-15136                 

(Commission File Number)   (Commission File Number)

 

    59-1562976    

 

            98-0357772             

(IRS Employer   (IRS Employer
Identification No.)   Identification No.)

 

    3655 N.W. 87th Avenue    

Miami, Florida 33178-2428

United States of America

 

Carnival House

5 Gainsford Street

London SE1 2NE

        United Kingdom        

(Address of principal   (Address of principal

executive offices)

(Zip Code)

 

executive offices)

(Zip Code)

 

    (305) 599-2600    

 

            011 44 20 7940 5381            

(Registrant’s telephone number,   (Registrant’s telephone number,
including area code)   including area code)

 

                         None                        

 

                         None                        

(Former name or former address,   (Former name or former address,
if changed since last report.)   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))

 

 

 


Section 5 – Corporate Governance and Management.

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Resignation of Chief Executive Officer

Micky Arison, Chief Executive Officer of Carnival Corporation and Carnival plc (together, the “Companies”), has notified the Companies that he will be resigning as the Chief Executive Officer of the Companies, effective July 3, 2013.

 

(c) Appointment of New Chief Executive Officer

On June 24, 2013, the Boards of Directors of the Companies (the “Board”) appointed Arnold W. Donald, 58, a current member of the Board, to the office of Chief Executive Officer of the Companies, effective July 3, 2013. Mr. Donald has been a director of Carnival Corporation since 2001 and a director of Carnival plc since 2003. Mr. Donald is a Principal of AWDPLC LLC, a private investment company. He was President and Chief Executive Officer of The Executive Leadership Council, a professional network of African-American executives of major U.S. companies, from 2010 to June 2012. He previously served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from 2006 to 2008. From 2000 to 2005, Mr. Donald was the Chairman of the Board of Merisant Company, a manufacturer and marketer of tabletop sweetener products, including the Equal® and Canderel® brands. From 2000 to 2003, he was also the Chief Executive Officer of Merisant Company. From 1998 to 2000 he was Senior Vice-President of Monsanto Company, a company which develops agricultural products and consumer goods, and President of its nutrition and consumer sector. Prior to that he was President of Monsanto Company’s agricultural sector. He has been a member of the boards of directors of Bank of America Corporation since January 2013, Crown Holdings, Inc. since July 1999 and The Laclede Group, Inc. since January 2003. He was a member of the board of Oil-Dri Corporation of America from December 1997 to January 2013 and The Scotts Company from March 2000 to January 2009.

The terms of Mr. Donald’s compensation for his service as Chief Executive Officer are being considered by the Compensation Committee and will be disclosed in a report on Form 8-K once finalized. Mr. Donald will no longer receive compensation for his services as a director.

The Companies issued a press release announcing the resignation of Mr. Arison and the appointment of Mr. Donald, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 – Financial Statements and Exhibits.

 

(d) Exhibits.

99.1 Press Release dated June 25, 2013

  


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 CORPORATION   CARNIVAL plc
 
By: /s/ Arnaldo Perez   By: /s/ Arnaldo Perez
Name: Arnaldo Perez   Name: Arnaldo Perez
Title: Senior Vice President,   Title: Senior Vice President,
General Counsel &   General Counsel &
Secretary   Company Secretary
 
 
 
Date: June 25, 2013   Date: June 25, 2013

 


Exhibit Index

 

Exhibit No.

  

Description

99.1    Press release dated June 25, 2013
EX-99.1 2 d560098dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

CARNIVAL CORPORATION & PLC TO SPLIT ROLES OF CHAIRMAN AND CEO

MIAMI (June 25, 2013) – Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today announced its plan to split the roles of chairman and chief executive officer. Micky Arison will continue to serve as Chairman of the Board of the company and Arnold W. Donald, a highly experienced and respected business leader who has served on the company’s board for the past 12 years, will assume the CEO role effective July 3.

Arison became CEO in 1979. At that time the company was privately held and operated three cruise ships under one brand, generating $44 million in revenues and carrying approximately 160,000 passengers a year. By 1987, Carnival Cruise Lines had become the world’s largest cruise operator and Arison took the company public. Working in partnership with current vice chairman and COO Howard Frank, Arison led the company through an aggressive expansion that included the acquisition of several iconic cruise brands, including Holland America Line, Costa Cruises, Cunard and Seabourn. In 2003, a merger between Carnival Corporation and P&O Princess Cruises plc – comprised of Princess Cruises, P&O Cruises (UK), P&O Cruises (Australia), and German cruise brand AIDA – was completed, creating the first global cruise operator and one of the largest leisure travel companies in the world. In addition, the company undertook an ambitious schedule of new ship introductions. Under Arison’s leadership, Carnival Corporation & plc has grown to more than 100 ships, carrying 10 million passengers a year and generating more than $15 billion in annual revenues.

In his role as chairman, Arison will continue to provide board level oversight for the company and will remain the company’s largest shareholder. Donald will lead the executive team, initially focusing on achieving the company’s long-term strategic goals while working directly with the operating brand executives. Frank will continue to serve in his current role as vice chairman and COO of the company, supporting Donald in working with the corporate level executive team. The move has received unanimous approval from the company’s nominating and governance committee as well as the full board of directors.

“I have been discussing this with the board for some time now and feel the timing is right to align our company with corporate governance best practices and turn over the reins after 34 years as CEO,” said Arison. “Arnold is an exceptional professional with extensive experience in organizational leadership who will bring a fresh perspective to the company. I have come to value and rely on his judgment and insight during the 12 years he has served on the company’s board and I am very confident in his ability to move the organization forward.” Arison added, “As chairman, I will still be working closely with Arnold to ensure a great future for all our stakeholders.”

Donald’s expansive career includes numerous global leadership roles including a large publicly traded company, private equity firms, governmental appointments and large not-for-profits as well as serving on boards of directors on companies across many business sectors. He has a strong working knowledge of the cruise business gained through 12 years serving on the Carnival board. Donald founded and led Merisant, a company whose products include tabletop sweetener brands Equal and Canderel. He also held multiple senior management roles at Monsanto over the course of 20-plus years, including president of the company’s consumer and nutrition sector and president of its agricultural sector. Additionally, Donald is former president and CEO of the Executive Leadership Council, a professional network and leadership forum for African-American executives of Fortune 500 companies. Donald has also held roles within a number of civic and charitable organizations including serving as president and CEO of the Juvenile Diabetes Research Foundation International. Donald also currently serves on the board of Bank of America Corporation. He will continue to serve on Carnival’s board of directors but will relinquish his committee roles.

“I am honored and privileged to have this opportunity to lead the next stage of growth for Carnival Corporation & plc,” said Donald. “As a board member, I have come to know Micky, Howard and the company well. I have a first-hand appreciation of what it has taken to develop this highly successful business, an understanding for the dynamics and challenges we face, and a great deal of confidence in the company’s management team and their ability to execute. I have enormous respect for Micky as a visionary in our industry, and as the builder and leader of


Carnival. I have come to know many of the talented professionals who work within Carnival during my time on the board and I look forward to working with the company’s many stakeholders including our 90,000 employees, 10 million guests, thousands of travel agent partners, vendors and shareholders around the globe.”

Carnival Corporation & plc is the largest cruise company in the world, with a portfolio of cruise brands in North America, Europe, Australia and Asia, comprised of Carnival Cruise Lines, Holland America Line, Princess Cruises, Seabourn, AIDA Cruises, Costa Cruises, Cunard, Ibero Cruises, P&O Cruises (Australia) and P&O Cruises (UK).

Together, these brands operate 102 ships totaling 209,000 lower berths with seven new ships scheduled to be delivered between May 2014 and April 2016. Carnival Corporation & plc also operates Holland America Princess Alaska Tours, the leading tour company in Alaska and the Canadian Yukon. Traded on both the New York and London Stock Exchanges, Carnival Corporation & plc is the only group in the world to be included in both the S&P 500 and the FTSE 100 indices.

###

 

MEDIA CONTACT   INVESTOR RELATIONS CONTACT
Jennifer de la Cruz   Beth Roberts
1 305 599 2600, ext. 16000   1 305 406 4832
GRAPHIC 3 g560098g13q71.jpg GRAPHIC begin 644 g560098g13q71.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``@&!@<&!0@'!P<*"0@*#18.#0P,#1L3%!`6(!PB(1\< M'QXC*#,K(R8P)AX?+#TM,#4V.3HY(BL_0SXX0S,X.3H.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`'X`F`,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/==3O?[-TF\OO+\S[-"\NS.-VU2<9[=*`,OPAXIM?%V@QZE M;IY,@/EW%N6RT$@'*$X&>HY[@T`;U`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0 M`4`%`!0!E>)_^13UG_KRF_\`0#0!XM\*_$2Z?8:9K>-EC/(NDZH`>$E`'D3G MTR#L)^E`'OU`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0!E>)_\`D4]9 M_P"O*;_T`T`?('A3QJWAO1-73X[ZSU>)8W21RHC(SAA@=>?T%`'U!\,O$ M]KXB\(6:+K$&HWUK&L=PR*R,,<`LK?\`VHX3C]<5@\92 M74]>GPWF$U=Q2]7_`)7-W0/$VE^)K>6;3)F<1$!U9"I4GIUK:E6A55XGF8W+ M\1@)*-=6OL;%:G`%`!0`4`%`!0`4`%`!0`4`%`$5T&:TF58UD8HP"-T8XZ&@ M#X.U"2>;4KJ2Y&)VE8R#&,-GGCMS0![]\)PEG#X%^S0I'>W<=]]I"<&2W#<, M_P#P-5`_&@#T[Q1X^TCPSF%V^U7N.+>(C(_WC_#_`#]JYJV)A2TW9[>79)B< M?[R]V/=_IW/)-=^(_B#6F9%N396QZ16YV\>[=37EU,54GULC[G!Y#@\*KN/- M+N_\MCDW=I'+NQ9B!/'>F>$],N+>XT^:6>:7>98B. M1C@'/IS^==N&Q$:,6FCY?.1H\['^'?*%_/`-= M#Q\>D3R(<)56_?JKY+_AC*N/C/J;@BVTNVB]W=G_`,*R>/ET1W4^$Z"^.HWZ M67^9D7/Q6\4SC"3P6_\`USA'_LV:R>,JL[J?#67PW3?J_P#*QF3>//%,S%FU MJX&>R84?H*S>)JO[1VQR7+X*RI+\R)/&OB:,$+K=Y^,A/\Z7UBJOM,MY1@'O M2C]Q=M_B1XKMVR-5:3C&)(T8?RJUBJRZG//(,NFK>SMZ-_YFO;_&#Q!$H6:W MLY\'DE&4G\C6JQU1;I'!4X6P,I+YK_(VK/XTH>+W1F'O#-G]"/ZUK''_S M1/.J\)/_`)=5?O1WOAKQ-9>*;![RQCF2-'\MA*H!SC/8G/45W4JL:JO$^8S# M+ZN7U%3JM-M7T-JM3SPH`*`/*/'/P/T+Q#)?:MIS366IR*\I2,@QS2GD$@], MGT/>@#C?VWL(U&6P-VWZL2`*[Z>7SEHV?*XCBNC!VHP#Z?Q?UKK_L>I:]G]QPOBZI?2FOO&ZK\)M4MK;[5I5W#J4)&5"?*Q'J.< M'\ZXJF!J0VU/5PG%&&K-1K)P\]U_7R.#N+>:TG>"XB>*9#AD=<$'W%<+3B[, M^HA.-2*G!W3(J184`%`'O7PFC$?@=&!^_/(W\A_2O:P2M2/S'B:5\>UV2.YK ML/FPH`*`"@#Y?U,'X;_M#)<@^797%R)<]O)FX;\`2W_?-`'O'CWPZ/$?AB:* M)-UW;_OH/4D=5_$'M#N?$6M0:;;<&0Y=\<(HZL:TI4W4DHHXL=C(8*A*M/I^+['N-Y/ MH/PN\&R713;#$`.,>9<2'H,^I_0?2OI,)A.:2I4S\FQV/JXRHZM5^BZ+T/F# MQ=XXUOQGJ#7&I7+"#/[NUC)$48]AW/N>:^NH8:G0C:*^9Y;;9SE=(CL/!'Q& MUKP1>+]FE:XTXG][9R-\C>Z_W3[C\/5=/^`SP_5M* MN]$U.;3[V/9/"<$=01V(]C7STX.$N61^J87$T\525:D[IE*I.D*`/>_A.X?P M/$H!&R>0'\\_UKVL%_"/S'B96Q[?=([BNP^;"@`H`*`/#?VC_#XFTC2_$$2_ M/;2&VE(_NMROY$'_`+ZH`]%^&7B'_A)OA]I-^S[IUB\B?UWI\I)^N`?QH`\K M^)7A_P#L/Q3)+$FVUO6?'SQ')J'BZ'1(Y#]FTZ,%E'0RL,D_@NT?G7V.5T5&E[1[L^/F]; M'DE>L0%`!0!ZU\!_%CZ5XH?0)W/V34A\@)X251D'\0"/RKR9^=<5T^7%0GWC M^39Z/7>?)!0`4`%`&#XUT!?$W@W5=(*@O<0'RL]I!RA_[Z`H`\9_9RU]H+W5 M_#-P2I8?:8E;LP^5Q_Z#^1H`]3^)6A#6?"4TD:YN++]^GK@#YA^7\A7+BZ?/ M3\T>_P`/XSZKC%%_#/1_I^)\^UX9^IA0!].>%8!;>$M)B"A<6L9('J5!/\Z^ MAHJU.*\C\2+^`.!^@%?:8-6H0MV/(E MN>#CW0+1GV1XJ@6[\(ZM$W M0VLAY]E)'\J^%K*].2\CV,MFZ>,I27\R_,^9*^>/V,*`/3O@SJ`BU;4-/8X\ M^)9%'NIQ_)OTKT,!*TG$^-XKHU\ M'X7937(N..!Y4N0_Y$M^5`'T\Z)-$R,`T;K@CL0:&KZ#C)Q::Z'R MYJ]@VEZS>V#=;>9H_J`>*^;G'DDX]C]HPM98BA"JOM),I5)TGTAX#U`:EX*T MR7=N9(O*;V*_+_05[^&ES4DS\CSFA[#'5(]W?[]3YM^,6E/I?Q,U0E<1W16Y MC/J&'/\`X\&K[++Y\^'CY:'A25F<)7<2%`!0!J^&+)M1\5:39(.9KN).GJPS M65:7)3E+R&MS[`\87B:?X/U6=^GV=D`]2PVC]37PM>7+3DSV/G=#V^`J1[ M*_W:GT=7O'Y*%`!0`4`%`'B'[1OA[[3H6F^((D^>TD,$I']Q^0?P8?\`CU`' M>?"KQ#_PDOPZTJ[=]UQ"GV:;UWIQD_48/XT`>;?%73A8^-99E&%NXEF_'[I_ M]!KQ,9'EJW[GZ?PW7]K@%%_9;7Z_J<17(?1GJ'PC\31VES+H-RVU;AO,@8GC M?CE?Q`X^GO7HX*K9^S?4^,XGR]U(+%P^SH_3O\BS\=/!CZWX?BUVQA+WNF@^ M:%'+PGD_]\GGZ$U]5EN(]G/VS5U<^::^D,0H`*`/8/@-X/FU#Q`WB M6XCQ9V&4A)'WY2,XIXNHM](_J_T^\\JKS3[<*`'([1NKHQ5E.01 MV-&Q+2:LSZ<\-:LNN>';'45(+2QC?[..&'Y@U]#2G[2"D?CF885X3$SHOH]/ M3I^!JUJ<04`%`!0!A^,=!3Q-X0U31V`+7,#",GLXY4_]]`4`>)?LZ:\]GK&K M>&;DE#,OGQHW9U^5Q]<$?]\T`=G\:-/)ATO45Z*6A;\>1_(UYF/CHI'V_"=> MTJE%^3_1_H>15YA]V*K,C!E8JRG((."#1L)I-69['X+^)UO>0QZ;X@=8IP-J MW+?_<^`S?AV=-NMA%>/\`+U7IW1SWC?X%PZE*^J>$ M9H8O,^8V;-B-O=&[?0\>XKZK"YGRKEJZ^9\5.DXNVS/*9_AKXTM[EK=O#=\S M*<92+>I^C#C]:]98R@U?F1ERLZGPI\#]>U2=+C7P-)T]#F0.P\U@/0=!]3^1 MKDKYG2IJT-7^!<:;D['I&L^.M'\(Z+%X?\)(CM;KY:R+S''ZG/\`$V><],U\ M?B\?S2;3NV?995PY4K-5,4N6/;J_\E^)Y)--)<3/-,[/+(Q9F8Y))ZDUXK;; MNS]#A&,(J,59(904%`!0!ZI\(/$0BGGT"=L"7,UOG^]CYE_(9_`UZ6!JV;IL M^)XIP'-&.+ATT?Z/]#U^O4/@PH`*`"@`H`^7/%8/PY^/T>J(OEV@#V_XH6?V_P+/+%AO(=)P1W'0_HUD498_I3C&4MD8U*U*BKU))>KL:?_"(>(_+\S^P[W;_`-<6_E6GL*O\ MK.3^U,#>WM8_>BA<:3J5H6%S87,.WKOB9+M_7J7JLY@H`*`"@#Q/]HSP]]K\/:?K\29 MDLI?)E(_N/T/X,!_WU0!UOPLU>#QA\+;*.\`F:*,V5RK'KM&!GZKM/XTFE)6 M9I3J3I34X.S6QUEEX=T;3HPEII=K$/41#/Y]:B-*$=D=%;'8JL[U*C?S-'RT MV[=B[?3'%:6.3F=[W.>U[P-H.OQ,)[-8)\<3P`(X^O8_C7/4P].INCUL%G&+ MP;]R5UV>J_X'R/-=4^#VL6SLVFW4%Y'V#'RW_7C]:X)X&:^%W/KL-Q3AIJU: M+B_O7^?X'.3>`_%$$IC;1;AB.Z`,/S!KG>&JK[)Z\,ZR^2NJJ_((?`7BB:0( MNBW"GU6!KZ8?Q7!R/^^1Q^>:[*>$I0 MWU/F<5Q%C<1I%\B\O\]SKX+>"UB$5O#'#&.BQJ%`_`5U)):(\*=2=1\TW=^9 M)3(`@$8(XH`H7NB:5J2%;W3K:AH`=0`4`%`!0`4`%`!0`4 M`%`!0`4`%`!0`4`%`!0`4`<7XY^&FD>/KK3IM2FGA-GN&8,`R*