0000884887-18-000046.txt : 20180511 0000884887-18-000046.hdr.sgml : 20180511 20180511165436 ACCESSION NUMBER: 0000884887-18-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180508 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: 20180511 DATE AS OF CHANGE: 20180511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL CARIBBEAN CRUISES LTD CENTRAL INDEX KEY: 0000884887 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980081645 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11884 FILM NUMBER: 18827658 BUSINESS ADDRESS: STREET 1: 1050 CARIBBEAN WAY CITY: MIAMI STATE: FL ZIP: 33132 BUSINESS PHONE: 3055396000 MAIL ADDRESS: STREET 1: 1050 CARIBBEAN WAY CITY: MIAMI STATE: FL ZIP: 33132 FORMER COMPANY: FORMER CONFORMED NAME: RA HOLDINGS INC DATE OF NAME CHANGE: 19920424 8-K 1 main8k20180508.htm
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 8, 2018
 
ROYAL CARIBBEAN CRUISES LTD.
(Exact Name of Registrant as Specified in 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))

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.  ☐

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

(d)          As previously reported on Form 8-K filed with the Securities and Exchange Commission on March 20, 2018, Royal Caribbean Cruises Ltd. (the "Company") announced that Adam Goldstein would be transitioning from his role as President and Chief Operating Officer of the Company to Vice Chairman of the Company.

On May 8, 2018, the Company and Mr. Goldstein entered into an amendment to his employment agreement, providing, among other things, that (i) Mr. Goldstein will assume the role of Vice Chairman of the Company effective as of May 16, 2018, (ii) from May 16, 2018 through December 31, 2018, Mr. Goldstein will receive base compensation of $500,000 per annum, and thereafter will receive base compensation of $250,000 per annum, and (iii) for the calendar year 2018, Mr. Goldstein will receive bonus compensation prorated for the period he served in the role of President and Chief Operating Officer.

The amendment also provides that subject to the following exception, Mr. Goldstein will not be entitled to the severance otherwise payable under his employment agreement upon a termination event. If, however, Mr. Goldstein's employment is terminated "without cause" (as defined in his employment agreement) on or prior to February 28, 2019, he will be entitled to a payment of $4,000,000.

The foregoing description of Mr. Goldstein's employment and compensation arrangements set forth in the amendment to his employment agreement is qualified in its entirety by reference to the full text of the amendment, which is filed as an exhibit to this report on Form 8-K.

Item 9.01           Financial Statements and Exhibits.


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 11, 2018
By:
/s/  Bradley H. Stein
   
Name:
Bradley H. Stein
   
Title:
Senior Vice President, General Counsel & Secretary


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-10.1 2 exh101form8k20180508.htm
Exhibit 10.1

Royal Caribbean Cruises Ltd.
1050 Caribbean Way
  
tel: 305.539.6000
Miami, Fl 33132.2096 USA
  
www.royalcaribbean.com


May 8, 2018

Adam M. Goldstein


Dear Adam:
This letter reflects the terms of your new role with Royal Caribbean Cruises Ltd. (the "Company") and amends your Employment Agreement accordingly.
1.    Position.  On May 16, 2018, you will transition from your current role of President and Chief Operating Officer to that of Vice Chairman of the Company reporting to the Company's Chairman and Chief Executive Officer ("CEO").  In such capacity, your duties and responsibilities will be those designated by the CEO.
2.     Compensation and Fringe Benefits.  Your Compensation and Fringe Benefits are amended as follows:
(a)
Base Compensation:  From May 16th, 2018 through December 31, 2018, your Base Compensation will be $500,000 per annum.  Thereafter, and for the duration of your term of employment, your Base Compensation will be fixed at $250,000 per annum.
(b) Bonus Compensation.  For the calendar year 2018 you shall receive Bonus Compensation determined based on your current role as President and Chief Operating Officer but the amount will be prorated for the four and a half-month period you will be serving in that role.  Thereafter, your bonus will be zero.
(c)
Equity and Long-Term Incentive Awards.  You shall retain any equity grants held by you as of May 15, 2018, subject to the terms and conditions of the plans or agreements under which such equity grants were awarded.  For the sake of clarity, this includes the Performance Stock Units where the number of shares will vary depending on the Company's performance.
(d)   Fringe Benefits.  You will be entitled to the same fringe benefits as other employees of the Company.
3.            Termination Event.  Subject to the following exception, you shall not be entitled to any compensation otherwise payable under Section 8 of your Employment Agreement upon a Termination Event.   If your employment is terminated Without Cause on or prior to February 28, 2019, you shall be entitled to payment of $4,000,000.  Payment shall be made in two equal installments of $2,000,000.  The first installment shall be paid within ten days of your termination

and the second installment shall be paid on the first anniversary of your termination; provided, however, that if such payment dates would result in an impermissible acceleration or deferral of amounts previously payable pursuant to Section 8 of your Employment Agreement (prior to this amendment)  by reason of Section 409A of the Internal Revenue Code and the regulations promulgated thereunder ("Section 409A"), such payment dates shall be modified to the minimum extent necessary to avoid the imposition of taxes and penalties under Section 409A.  In consideration of such payments, you shall, as a condition to your receipt of such amounts, execute a general release in the form contemplated under Section 8(F)(B) of your Employment Agreement.   Nothing in this Paragraph 3 shall preclude your right upon a Termination Event to (i) payment of any accrued benefits or obligations owed to you; (ii) other than as set forth in Paragraph 2 above, benefits (if any) provided in accordance with applicable plans, programs and arrangements of Company or as required by law; and (iii) any outstanding equity grant(s) held by you at the time of such termination as governed by the agreement or plan pursuant to which such grant(s) was issued.
4.            Survival.  Except as modified by this Letter Agreement, your Employment Agreement shall remain in full force and effect in accordance with its stated terms.  On your termination of employment, you shall continue to be subject to those provisions of your Employment Agreement that are intended to survive your termination of employment, including the confidentiality restrictions in Section 9, the intellectual property restrictions in Section 10, the non-competition restrictions in Section 11 and the non-disparagement provisions in Section 12.

Sincerely,
/s/ Laura Miller
Laura Miller
SVP, Chief Human Resources Officer
Royal Caribbean Cruises LTD


AGREED

/s/ Adam M. Goldstein
ADAM M. GOLDSTEIN
Date: 5/8/18