8-K 1 form8k20190530.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 30, 2019
 
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))

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, US$0.01 par value
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.  ☐
 

 

 
Item 5.07                  Submission of Matters to a Vote of Security Holders.
 
The 2019 Annual Meeting of Shareholders of Royal Caribbean Cruises Ltd. (the "Annual Meeting") was held on May 30, 2019. We had 209,644,507 outstanding shares of our common stock as of April 10, 2019, the record date for the Annual Meeting. 185,620,214 shares of common stock were represented in person or by proxy at the Annual Meeting, which was sufficient to constitute a quorum for the purpose of transacting business.

The final voting results for each proposal are set forth below:

Election of Directors
Director Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
John F. Brock
 
170,036,660
 
3,757,886
 
135,228
 
11,690,440
Richard D. Fain
 
166,833,002
 
5,772,657
 
1,324,115
 
11,690,440
Stephen R. Howe, Jr.
 
173,392,715
 
263,294
 
273,765
 
11,690,440
William L. Kimsey
 
161,361,192
 
12,427,911
 
140,671
 
11,690,440
Maritza G. Montiel
 
171,063,548
 
2,733,955
 
132,271
 
11,690,440
Ann S. Moore
 
168,340,963
 
5,452,220
 
136,591
 
11,690,440
Eyal M. Ofer
 
162,716,601
 
11,076,994
 
136,179
 
11,690,440
Thomas J. Pritzker
 
158,509,061
 
15,279,586
 
141,127
 
11,690,440
William K. Reilly
 
171,698,437
 
2,097,040
 
134,297
 
11,690,440
Vagn O. Sørensen
 
168,421,417
 
5,374,473
 
133,884
 
11,690,440
Donald Thompson
 
173,459,895
 
336,119
 
133,760
 
11,690,440
Arne Alexander Wilhelmsen
 
167,480,078
 
6,317,168
 
132,528
 
11,690,440

Each of the twelve nominees listed above was elected to the Board of Directors, having received the affirmative vote of a majority of the votes cast with respect to the election of directors.

Advisory Vote on Compensation of Named Executive Officers

   
Number
Votes For
 
164,104,983
Votes Against
 
8,313,362
Abstentions
 
1,511,429
Broker Non-Votes
 
11,690,440

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 with respect to such proposal.

Ratification of the Auditors

   
Number
Votes For
 
177,217,458
Votes Against
 
8,231,835
Abstentions
 
170,921
Broker Non-Votes
 
0
     
The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified, having received the affirmative vote of a majority of the votes cast with respect to such proposal.

 

Shareholder Proposal Regarding Political Contributions Disclosure

   
Number
Votes For
 
59,753,428
Votes Against
 
113,671,241
Abstentions
 
505,105
Broker Non-Votes
 
11,690,440

The shareholder proposal was not approved, having failed to receive the affirmative vote of a majority of the votes cast with respect to such proposal.
 
 

 

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 31, 2019
By:
/s/  Bradley H. Stein
 
 
Name:
Bradley H. Stein
Senior Vice President, General Counsel & Secretary
 
 
Title: