UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
CURRENT REPORT
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
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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 2020 Annual Meeting of Shareholders of Royal Caribbean Cruises Ltd. (the “Annual Meeting”) was held on May 28, 2020. We had 209,377,494 outstanding shares of our common stock as of April 6, 2020, the record date for the Annual Meeting. 178,841,336 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 | 143,392,972 | 1,330,861 | 219,935 | 33,897,568 | ||||||||||||
| Richard D. Fain | 141,327,813 | 2,979,986 | 635,969 | 33,897,568 | ||||||||||||
| Stephen R. Howe, Jr. | 144,033,540 | 685,049 | 225,179 | 33,897,568 | ||||||||||||
| William L. Kimsey | 135,949,900 | 8,769,652 | 224,216 | 33,897,568 | ||||||||||||
| Maritza G. Montiel | 143,400,966 | 1,296,364 | 246,438 | 33,897,568 | ||||||||||||
| Ann S. Moore | 144,212,416 | 511,921 | 219,431 | 33,897,568 | ||||||||||||
| Eyal M. Ofer | 142,299,501 | 2,420,579 | 223,688 | 33,897,568 | ||||||||||||
| William K. Reilly | 142,857,508 | 1,841,563 | 244,697 | 33,897,568 | ||||||||||||
| Vagn O. Sørensen | 129,648,820 | 15,070,422 | 224,526 | 33,897,568 | ||||||||||||
| Donald Thompson | 143,188,808 | 1,503,431 | 251,529 | 33,897,568 | ||||||||||||
| Arne Alexander Wilhelmsen | 142,645,899 | 2,070,904 | 226,965 | 33,897,568 | ||||||||||||
Each of the eleven 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 | 142,644,724 | |||
| Votes Against | 1,965,890 | |||
| Abstentions | 333,154 | |||
| Broker Non-Votes | 33,897,568 | |||
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 | 173,206,027 | |||
| Votes Against | 5,086,919 | |||
| Abstentions | 548,390 | |||
| Broker Non-Votes | 0 | |||
The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 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 | 44,631,755 | |||
| Votes Against | 96,469,468 | |||
| Abstentions | 3,842,545 | |||
| Broker Non-Votes | 33,897,568 | |||
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.
Shareholder Proposal Regarding Independent Chair of the Board of Directors
| Number | ||||
| Votes For | 45,400,545 | |||
| Votes Against | 99,195,346 | |||
| Abstentions | 347,877 | |||
| Broker Non-Votes | 33,897,568 | |||
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 29, 2020 | By: | /s/ Bradley H. Stein | ||
| Name: | Bradley H. Stein Senior Vice President, General Counsel & Secretary | |||
| Title: | ||||