UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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. |
At the Annual Meeting, held June 1, 2023, the Company’s shareholders voted on the following four proposals and cast their votes
as described below.
Election of Directors
| Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| John F. Brock | 182,411,849 | 3,565,498 | 263,705 | 29,726,805 | ||||||||||||
| Richard D. Fain | 180,827,666 | 5,161,151 | 252,235 | 29,726,805 | ||||||||||||
| Stephen R. Howe, Jr. | 179,621,161 | 6,352,907 | 266,984 | 29,726,805 | ||||||||||||
| William L. Kimsey | 179,740,974 | 6,231,150 | 268,928 | 29,726,805 | ||||||||||||
| Michael O. Leavitt | 185,173,039 | 798,791 | 269,222 | 29,726,805 | ||||||||||||
| Jason T. Liberty | 183,825,503 | 2,142,935 | 272,614 | 29,726,805 | ||||||||||||
| Amy McPherson | 184,741,278 | 1,241,305 | 258,469 | 29,726,805 | ||||||||||||
| Maritza G. Montiel | 183,160,156 | 2,816,965 | 263,931 | 29,726,805 | ||||||||||||
| Ann S. Moore | 182,355,279 | 3,624,900 | 260,873 | 29,726,805 | ||||||||||||
| Eyal M. Ofer | 180,962,756 | 5,005,713 | 272,583 | 29,726,805 | ||||||||||||
| Vagn O. Sørensen | 171,742,220 | 14,223,952 | 274,880 | 29,726,805 | ||||||||||||
| Donald Thompson | 184,356,648 | 1,616,115 | 268,289 | 29,726,805 | ||||||||||||
| Arne Alexander Wilhelmsen | 180,991,191 | 4,980,712 | 269,149 | 29,726,805 | ||||||||||||
| Rebecca Yeung | 184,649,937 | 1,326,988 | 264,127 | 29,726,805 | ||||||||||||
Each of the fourteen nominees listed above was elected to the Board of Directors, each having received the affirmative vote of a majority of the votes cast.
Advisory Approval of the Company’s Compensation of Its Named Executive Officers
| Number | ||||
| Votes For | 180,985,216 | |||
| Votes Against | 4,924,854 | |||
| Abstentions | 330,982 | |||
| Broker Non-Votes | 29,726,805 | |||
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.
Advisory Vote on the Frequency of Shareholder Votes on Executive Compensation
| Number | ||||
| One Year | 184,029,770 | |||
| Two Years | 228,092 | |||
| Three Years | 1,906,332 | |||
| Abstentions | 76,858 | |||
| Broker Non-Votes | 29,726,805 | |||
Consistent with the recommendation of the Board of Directors of the Company as set forth in the Company’s proxy statement for the Annual Meeting and as voted by the shareholders at the Annual Meeting, the Company has adopted a policy to hold an advisory shareholder vote on executive compensation every year. This policy will remain in effect until the next shareholder advisory vote on the frequency of shareholder advisory votes on executive compensation.
Ratification of the Auditors
| Number | ||||
| Votes For | 210,973,214 | |||
| Votes Against | 4,695,296 | |||
| Abstentions | 299,347 | |||
The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, having received the affirmative vote of a majority of the votes cast.
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: | June 2, 2023 | By: | /s/ R. Alexander Lake |
| Name: | R. Alexander Lake | ||
| Title: | Senior Vice President, Chief Legal Officer & Corporate Secretary | ||