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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting material Pursuant to Rule 14a-11(c) or Rule 14a-12
CARNIVAL CORPORATION
CARNIVAL PLC
------------------------------------------------
(Name of Registrant as Specified in its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:____________
2) Aggregate number of securities to which transaction applies:_______________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):_______________________________
4) Proposed maximum aggregate value of transaction:___________________________
5) Total fee paid:____________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:____________________________________________________
2) Form, Schedule or Registration Statement No.:______________________________
3) Filing Party:
4) Date Filed:_______________________________________________
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[GRAPHIC OMITTED]
[LOGO - CARNIVAL CORPORATION & PLC]
February 20, 2007
MICKY ARISON
Chairman of the Boards
Chief Executive Officer
To our Shareholders:
On behalf of the boards of directors of each of Carnival Corporation and
Carnival plc, it is my pleasure to invite you to attend our joint annual
meetings of shareholders. The annual meetings will be held at The Southampton
Guildhall, Southampton, United Kingdom on Monday, April 16, 2007. The meetings
will commence at 3:00 p.m. (UK time), and although there are technically two
separate meetings (the Carnival plc meeting will begin first), shareholders of
Carnival Corporation may attend the Carnival plc meeting and vice-versa.
Because we have shareholders in both the United Kingdom and the United States,
we plan to continue to rotate the location of the annual meetings between the
United States and the United Kingdom each year in order to accommodate
shareholders on both sides of the Atlantic.
We are also offering an audio web cast of the annual meetings. If you choose to
listen to the web cast, go to our website at www.carnivalcorp.com or
www.carnivalplc.com, shortly before the start of the meetings and follow the
instructions provided. We will also be hosting an audio broadcast of the annual
meetings at our headquarters located at 3655 N.W. 87th Avenue, Miami, Florida.
Although shareholders will not be able to vote in Miami (they must submit a
proxy to vote), they will be able to submit questions to the directors in
Southampton.
You will find information regarding the matters to be voted on in the attached
notices of annual meetings of shareholders and proxy statement. THE CARNIVAL
CORPORATION NOTICE OF ANNUAL MEETING BEGINS ON PAGE 1 AND THE CARNIVAL PLC
NOTICE OF ANNUAL GENERAL MEETING BEGINS ON PAGE 3. Because of the DLC
structure, all voting will take place on a poll (or ballot).
We are also pleased to offer our shareholders the opportunity to electronically
receive future proxy statements and annual reports over the internet. By using
these services, you are not only accessing these materials more quickly than
ever before, but you will also help us reduce printing and postage costs
associated with their distribution as well as help preserve the earth's
valuable resources.
Your vote is important. Whether or not you plan to attend the annual meetings
in person, please submit your vote using one of the voting methods described in
the attached materials. Submitting your voting instructions by any of these
methods will not affect your right to attend the meetings in person should you
so choose.
THE BOARDS OF DIRECTORS CONSIDER CARNIVAL CORPORATION PROPOSALS 1-9 (BEING
CARNIVAL PLC RESOLUTIONS 1-22) TO BE IN THE BEST INTERESTS OF CARNIVAL
CORPORATION & PLC AND THE SHAREHOLDERS AS A WHOLE. ACCORDINGLY, THE BOARDS OF
DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU CAST YOUR VOTE "FOR" CARNIVAL
CORPORATION PROPOSALS 1-9 (BEING CARNIVAL PLC RESOLUTIONS 1-22).
Thank you for your ongoing support of, and continued interest in, Carnival
Corporation & plc.
Sincerely,
/s/ Micky Arison
---------------------
Micky Arison
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS..................1
NOTICE OF ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS..................3
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGS....... 8
QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION....................13
QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC............................16
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...................18
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.......................22
PROPOSAL 1 (RESOLUTIONS 1-14) ELECTION AND RE-ELECTION OF DIRECTORS...........22
PROPOSALS 2 & 3 (RESOLUTIONS 15 & 16).........................................24
RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS FOR CARNIVAL
PLC AND RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC
ACCOUNTING FIRM FOR CARNIVAL CORPORATION..............................24
PROPOSAL 4 (RESOLUTION 17) RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC....24
PROPOSAL 5 (RESOLUTION 18) APPROVAL OF DIRECTORS' REMUNERATION REPORT.........25
PROPOSALS 6 & 7 (RESOLUTIONS 19 & 20) APPROVAL OF LIMITS ON THE AUTHORITY
TO ALLOT CARNIVAL PLC SHARES AND THE DISAPPLICATION OF PRE-EMPTION
RIGHTS FOR CARNIVAL PLC...............................................25
PROPOSAL 8 (RESOLUTION 21)GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC
ORDINARY SHARES.......................................................26
PROPOSAL 9 (RESOLUTION 22) APPROVAL OF ELECTRONIC COMMUNICATION WITH
CARNIVAL PLC SHAREHOLDERS.............................................27
BOARD STRUCTURE AND COMMITTEE MEETINGS........................................29
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES..........................32
EXECUTIVE COMPENSATION........................................................34
EQUITY COMPENSATION PLANS.....................................................39
DEFINED BENEFIT AND OTHER PLANS...............................................40
REPORT OF THE COMPENSATION COMMITTEES AND CARNIVAL PLC DIRECTORS'
REMUNERATION REPORT - PART I..........................................42
STOCK PERFORMANCE GRAPHS......................................................54
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM.......................56
REPORT OF THE AUDIT COMMITTEES................................................57
TRANSACTIONS OF MANAGEMENT AND DIRECTORS......................................58
Annex A Carnival plc Directors' Report and Summary Financial Information
Annex B Carnival plc Directors' Remuneration Report - Part II
Annex C Carnival plc Corporate Governance Report
[GRAPHIC OMITTED]
[LOGO CARNIVAL CORPORATION]
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178
__________________________
NOTICE OF ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS
__________________________
DATE Monday, April 16, 2007
TIME 3:00 p.m. (UK time), being 10:00 a.m. (Miami time)
The Carnival Corporation annual meeting will start
directly following the annual general meeting of
Carnival plc. Southampton Guildhall
PLACE West Marlands Road Civic Center Southampton, Hants S014
7LP United Kingdom
WEBCAST www.carnivalcorp.com or www.carnivalplc.com
ITEMS OF BUSINESS 1. To elect or re-elect 14 directors to the boards of
each of Carnival Corporation and Carnival plc;
2. To re-appoint the independent auditors for Carnival
plc and to ratify the selection of the independent
registered certified public accounting firm for
Carnival Corporation;
3. To authorize the Audit Committee of Carnival plc to
agree the remuneration of the independent auditors;
4. To receive the UK accounts and reports for Carnival
plc for the financial year ended November 30, 2006
(in accordance with legal requirements applicable
to UK companies);
5. To approve the directors' remuneration report of
Carnival plc (in accordance with legal requirements
applicable to UK companies);
6. To approve limits on the authority to allot shares
by Carnival plc (in accordance with customary
practice for UK companies);
7. To approve the disapplication of pre-emption rights
for Carnival plc shares (in accordance with
customary practice for UK companies);
1
8. To approve a general authority for Carnival plc to
buy back Carnival plc ordinary shares in the open
market (in accordance with legal requirements
applicable to UK 8 companies desiring to implement
share buy back programs);
9. To approve electronic communications with Carnival
plc shareholders (in accordance with legal
requirements applicable to UK companies); and
10. To transact such other business as may properly
come before the meeting.
RECORD DATE You are entitled to vote your Carnival Corporation
shares if you were a shareholder at the close of
business on February 16, 2007.
MEETING ADMISSION Attendance at the meeting is limited to shareholders.
Each Carnival Corporation shareholder may be asked to
present valid picture identification, such as a
driver's license or passport. Shareholders holding
shares in brokerage accounts ("under a street name")
will need to bring a copy of a brokerage statement
reflecting share ownership as of the record date.
VOTING BY PROXY Please submit a proxy as soon as possible so that your
shares can be voted at the meeting in accordance with
your instructions. For specific instructions, please
refer to the Questions and Answers beginning on page 8
of this proxy statement and the instructions on your
proxy card.
On behalf of the Board of Directors
/s/ Arnaldo Perez
----------------------
ARNALDO PEREZ
SENIOR VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY
A proxy statement and proxy card are enclosed. All Carnival Corporation
shareholders are urged to follow the instructions attached to the proxy card
and complete, sign, date and mail the proxy card promptly. The enclosed
envelope for return of the proxy card requires no postage. Any shareholder
attending the meeting in Southampton, United Kingdom may personally vote on all
matters that are considered, in which event the signed proxy will be revoked.
This proxy statement and accompanying proxy card are being distributed on or
about March 9, 2007.
2
THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS
TO THE ACTION YOU SHOULD TAKE, YOU IMMEDIATELY SHOULD CONSULT YOUR STOCKBROKER,
BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER
AUTHORIZED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000.
IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR SHARES IN CARNIVAL PLC,
PLEASE SEND THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR
TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR
TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
[GRAPHIC OMITTED]
C A R N I V A L P L C
CARNIVAL HOUSE
5 GAINSFORD STREET
LONDON SE1 2NE
UNITED KINGDOM
_____________________________________
NOTICE OF ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS
_____________________________________
NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Carnival plc will be
held at The Southampton Guildhall, West Marlands Road, Civic Center,
Southampton, Hants S014 7LP, United Kingdom on Monday, April 16, 2007 at 3:00
p.m. (UK time), being 10:00 a.m. (Miami time), for the purpose of considering
and, if thought fit, passing the resolutions described below:
o Resolutions 1 through 19 will be proposed as ordinary resolutions. For
ordinary resolutions, the required majority is more than 50% of the
combined votes cast at this meeting and Carnival Corporation's annual
meeting.
o Resolutions 20 through 22 will be proposed as special resolutions. For
special resolutions, the required majority is not less than 75% of the
combined votes cast at this meeting and Carnival Corporation's annual
meeting.
TO CONSIDER THE FOLLOWING RESOLUTIONS AS ORDINARY RESOLUTIONS:
RE-ELECTION OF DIRECTORS
1. To re-elect Micky Arison as a director of Carnival Corporation and as a
director of Carnival plc.
2. To re-elect Ambassador Richard G. Capen, Jr. as a director of Carnival
Corporation and as a director of Carnival plc.
3. To re-elect Robert H. Dickinson as a director of Carnival Corporation
and as a director of Carnival plc.
4. To re-elect Arnold W. Donald as a director of Carnival Corporation and
as a director of Carnival plc.
5. To re-elect Pier Luigi Foschi as a director of Carnival Corporation and
as a director of Carnival plc.
3
6. To re-elect Howard S. Frank as a director of Carnival Corporation and
as a director of Carnival plc.
7. To re-elect Richard J. Glasier as a director of Carnival Corporation
and as a director of Carnival plc.
8. To re-elect Baroness Hogg as a director of Carnival Corporation and as
a director of Carnival plc.
9. To re-elect Modesto A. Maidique as a director of Carnival Corporation
and as a director of Carnival plc.
10. To re-elect Sir John Parker as a director of Carnival Corporation and
as a director of Carnival plc.
11. To re-elect Peter G. Ratcliffe as a director of Carnival Corporation
and as a director of Carnival plc.
12. To re-elect Stuart Subotnick as a director of Carnival Corporation and
as a director of Carnival plc.
13. To elect Laura Weil as a director of Carnival Corporation and as a
director of Carnival plc.
14. To re-elect Uzi Zucker as a director of Carnival Corporation and as a
director of Carnival plc.
RE-APPOINTMENT AND REMUNERATION OF CARNIVAL PLC AUDITORS AND RATIFICATION OF
CARNIVAL CORPORATION AUDITORS
15. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent
auditors of Carnival plc for the period commencing upon the conclusion
of the meeting until the conclusion of the next general meeting at
which the accounts of Carnival plc are laid and to ratify the selection
of the U.S. firm of PricewaterhouseCoopers LLP as the independent
registered certified public accounting firm of Carnival Corporation for
the period commencing upon the conclusion of the meeting until the
conclusion of the next annual meeting of Carnival Corporation after the
date on which this resolution is passed.
16. To authorize the Audit Committee of the board of directors of Carnival
plc to agree the remuneration of the independent auditors.
ACCOUNTS AND REPORTS
17. To receive the UK accounts and the reports of the directors and
auditors of Carnival plc for the financial year ended November 30,
2006.
DIRECTORS' REMUNERATION REPORT
18. To approve the directors' remuneration report of Carnival plc as set
out in the annual report for the financial year ended November 30,
2006.
ALLOTMENT OF SHARES
19. THAT the authority and power conferred on the directors by Article 30
of Carnival plc's articles of association be renewed for a period
commencing at the end of the meeting and expiring at the end of the
next annual general meeting of Carnival plc after the date on which
this resolution is passed and for that period the Section 80 amount
shall be $21,239,657.
TO CONSIDER THE FOLLOWING RESOLUTIONS AS SPECIAL RESOLUTIONS:
DISAPPLICATION OF PRE-EMPTION RIGHTS
20. THAT subject to passing ordinary resolution 19 set out in the notice,
the power conferred on the directors by Article 31 of Carnival plc's
articles of association be renewed for a period commencing at the end
of the meeting and expiring at the end of the next annual general
meeting of Carnival plc after the date on which this resolution is
passed and for that period the Section 89 amount shall be $17,688,017.
4
GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES
21. THAT Carnival plc be and is generally and unconditionally authorized to
make market purchases (within the meaning of Section 163(3) of the UK
Companies Act 1985 (the "Companies Act 1985")) of ordinary shares of
$1.66 each in the capital of Carnival plc provided that:
(a) the maximum number of ordinary shares authorized to be acquired
is 10,655,432;
(b) the minimum price (exclusive of expenses) which may be paid for
an ordinary share is $1.66;
(c) the maximum price which may be paid for an ordinary share is an
amount (exclusive of expenses) equal to 105% of the average
middle market quotation for an ordinary share, as derived from
the London Stock Exchange ("LSE") Daily Official List, for the
five business days immediately preceding the day on which such
ordinary share is contracted to be purchased; and
(d) this authority shall expire on the earlier of (i) the
conclusion of the annual general meeting of Carnival plc to be
held in 2008 and (ii) 18 months from the date of this
resolution (except in relation to the purchase of ordinary
shares, the contract of which was entered into before the
expiry of such authority).
ELECTRONIC COMMUNICATIONS WITH CARNIVAL PLC SHAREHOLDERS
22. THAT Carnival plc may send or supply any document or information that
is required or authorized to be sent or supplied to a shareholder or
any other person by Carnival plc by a provision of the Companies Acts
(as defined in section 2 of the UK Companies Act 2006 (the "Companies
Act 2006"), or pursuant to Carnival plc's articles of association or to
any other rules or regulations to which Carnival plc may be subject),
by making it available on a website, and the provisions of Schedule 5
to the Companies Act 2006 shall apply whether or not any document or
information is required or authorized to be sent by the Companies Act
2006 and this resolution shall supersede any provision in Carnival
plc's articles of association to the extent that it is inconsistent
with this resolution.
By Order of the Board Registered Office:
Carnival House
5 Gainsford Street
London SE1 2NE
United Kingdom
/s/ Arnaldo Perez
- -----------------------
Arnaldo Perez
Company Secretary
February 20, 2007 Registered Number 4039524
VOTING ARRANGEMENTS FOR CARNIVAL PLC SHAREHOLDERS
Carnival plc shareholders can vote in either of two ways:
o by attending the meeting and voting in person or by attorney or, in the
case of corporate shareholders, by corporate representatives; or
o by appointing a proxy to attend and vote on their behalf, using the
proxy form enclosed with this notice of annual general meeting.
5
VOTING IN PERSON (OR BY ATTORNEY)
If you come to the annual general meeting, please bring the attendance card
(attached to the enclosed proxy form) with you. This will mean you can register
more quickly. If you appoint an attorney to attend instead of you, he or she
should bring an original or certified copy of the power of attorney under which
you have authorized them to attend and vote.
In order to attend and vote at the annual general meeting, a corporate
shareholder may appoint an individual to act as its representative. The
appointment must comply with the requirements of the Companies Act 1985. The
representative should bring evidence of their appointment, including any
authority under which it is signed, to the meeting. If you are a corporation
and are considering appointing a corporate representative to represent you and
vote your shareholding in Carnival plc at the annual general meeting you are
strongly encouraged to pre-register your corporate representative to make
registration on the day of the meeting more efficient. In order to
pre-register, please fax your Letter of Representation to Carnival plc's
registrar, Lloyds TSB Registrars, on 01903 833168 from within the United
Kingdom or +44 1903 833168 from elsewhere.
VOTING BY PROXY
A shareholder entitled to attend and vote at the meeting is entitled to appoint
one or more proxies to attend and (on a poll) vote in his or her stead. A proxy
need not be a shareholder of Carnival plc.
To be effective, a duly completed proxy form and the authority (if any) under
which it is signed, or a notarially certified copy of such authority, must be
deposited (whether delivered personally or by post) at the offices of Carnival
plc's registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex,
BN99 6AN, United Kingdom as soon as possible and in any event no later than
3:00 p.m. (UK time) on April 14, 2007. Alternatively, a proxy vote may be
submitted via the internet in accordance with the instructions set out on the
proxy form.
In the case of joint registered holders, the signature of one holder on a proxy
card will be accepted and the vote of the senior holder who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders. For this purpose, seniority shall be determined by
the order in which names stand on the register of shareholders of Carnival plc
in respect of the relevant joint holding.
In order for a proxy appointment or instruction made using the CREST service to
be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be
properly authenticated in accordance with CRESTCo's specifications and must
contain the information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it constitutes the appointment
of a proxy or an amendment to the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted so as to be received by the
issuer's agent (ID 7RA01) by the latest time(s) for receipt of proxy
appointments specified in the notice of meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which the issuer's agent is
able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST. After this time any change of instructions to proxies appointed through
CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service
providers should note that CRESTCo does not make available special procedures
in CREST for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy Instructions. It
is the responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed a voting
service provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure that a message
is transmitted by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.
Carnival plc may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
6
SHAREHOLDERS WHO ARE ENTITLED TO VOTE
Carnival plc, pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, specifies that only those shareholders registered in the
register of members of Carnival plc at 11:00 p.m. on April 14, 2007 shall be
entitled to attend or vote at the meeting in respect of the number of shares
registered in their name at that time. Changes to the entries on the register
of members after 11:00 p.m. on April 14, 2007 shall be disregarded in
determining the rights of any person to attend or vote at the meeting.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection during
normal business hours on any weekday (public holidays excluded) at the
registered office of Carnival plc from the date of this notice until and
including the date of the meeting and at the place of the meeting for at least
15 minutes prior to and during the meeting:
o the register of interests of directors in the share capital of Carnival
plc; and
o copies of all service agreements (including letters of appointment)
between each director and Carnival plc.
* * *
There are 22 Resolutions that require shareholder approval at the annual
meeting this year. The directors unanimously recommend that you vote in favor
of Resolutions 1-22 (inclusive), and encourage you to submit your vote using
one of the voting methods described herein. Submitting your voting instructions
by any of these methods will not affect your right to attend the meeting in
person should you so choose.
7
QUESTIONS AND ANSWERS
ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGS
Q: WHY AM I RECEIVING THESE MATERIALS?
A: The board of directors of each of Carnival Corporation and Carnival plc
(together, "Carnival Corporation & plc," "we" or "us") is providing
these proxy materials to you in connection with our joint annual
meetings of shareholders on Monday, April 16, 2007. The annual meetings
will be held at The Southampton Guildhall, West Marlands Road, Civic
Center, Southampton, Hants S014 7LP, United Kingdom. The meetings will
commence at 3:00 p.m. (UK time), and although technically two separate
meetings (the Carnival plc meeting will begin first), shareholders of
Carnival Corporation may attend the Carnival plc meeting and
vice-versa. For our U.S. shareholders, we will be hosting a live audio
broadcast of the annual meeting at our headquarters located at 3655
N.W. 87th Avenue, Miami, Florida 33178. Shareholders in Miami will be
able to submit questions to the directors in Southampton, but will not
be able to vote at that meeting.
Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?
A: The information included in this proxy statement relates to the
proposals to be voted on at the meetings, the voting process, the
compensation of directors and our most highly paid executive officers
and certain other information required by U.S. Securities and Exchange
Commission rules applicable to both companies. We have attached as
Annexes A, B and C to this proxy statement information that Carnival
plc is required to provide to its shareholders under applicable UK
rules.
Q: WHAT PROPOSALS WILL BE VOTED ON AT EACH OF THE MEETINGS?
A: The proposals to be voted on at each of the meetings are set out in the
notices of meetings starting on pages 1 and 3 of this proxy statement.
Q: WHAT IS THE VOTING RECOMMENDATION OF THE BOARDS OF DIRECTORS?
A: Your boards of directors recommend that you vote "FOR" all of the
proposals described in this proxy statement.
Q: HOW DOES THE DLC STRUCTURE AFFECT MY VOTING RIGHTS?
A: On most matters that affect all of the shareholders of Carnival
Corporation and Carnival plc, the shareholders of both companies
effectively vote together as a single decision-making body. These
matters are called "joint electorate actions." Combined voting is
accomplished through the special voting shares that have been issued by
each company. Certain matters specified in the organizational documents
of Carnival Corporation and Carnival plc where the interests of the two
shareholder bodies may diverge are called "class rights actions." These
class rights actions are voted on separately by the shareholders of
each company. If either group of shareholders does not approve a class
rights action, that action generally cannot be taken by either company.
All of the proposals to be voted on at these annual meetings are joint
electorate actions, and there are no class rights actions.
Q: GENERALLY, WHAT ACTIONS ARE JOINT ELECTORATE ACTIONS?
A: Any resolution to approve an action other than a class rights action or
a procedural resolution (described below) is designated as a joint
electorate action. The actions designated as joint electorate actions
include:
o the appointment, removal, election or re-election of any director
of either or both companies;
o if required by law, the receipt or adoption of the annual
accounts of both companies;
o the appointment or removal of the independent auditors of either
company;
8
o a change of name by either or both companies; or
o the implementation of a mandatory exchange of Carnival plc shares
for Carnival Corporation shares based on a change in tax laws,
rules or regulations.
The relative voting rights of Carnival plc shares and Carnival
Corporation shares are equalized based on a ratio which we refer to as
the "equalization ratio." Based on the current equalization ratio of
1:1, each Carnival Corporation share has the same voting rights as one
Carnival plc share on joint electorate actions.
Q: HOW ARE JOINT ELECTORATE ACTIONS VOTED ON?
A: Joint electorate actions are voted on as follows:
o Carnival plc shareholders vote at the annual general meeting of
Carnival plc (whether in person or by proxy). Voting is on a poll
(or ballot) which remains open for sufficient time to allow the
vote at the Carnival Corporation meeting to be held and reflected
in the Carnival plc meeting through the mechanism of the special
voting share. An equivalent vote is cast at the subsequent
Carnival Corporation meeting on each of the corresponding
resolutions through a special voting share issued by Carnival
Corporation; and
o Carnival Corporation shareholders vote at the Carnival
Corporation annual meeting (whether in person or by proxy).
Voting is by ballot (or on a poll) which remains open for
sufficient time to allow the vote at the Carnival plc meeting to
be held and reflected in the Carnival Corporation meeting through
the mechanism of the special voting share. An equivalent vote is
cast on the corresponding resolutions at the Carnival plc meeting
through a special voting share issued by Carnival plc.
A joint electorate action is approved if it is approved by:
o a simple majority of the votes cast in the case of an ordinary
resolution (or not less than 75% of the votes cast in the case of
a special resolution if required by applicable law and
regulations or Carnival plc's articles) by the holders of
Carnival plc's shares and the holder of the Carnival plc special
voting share as a single class at a meeting at which a quorum was
present and acting;
o a simple majority of the votes cast (or other majority if
required by applicable law and regulations or the Carnival
Corporation articles and by-laws) by the holders of Carnival
Corporation shares and the holder of the Carnival Corporation
special voting share, voting as a single class at a meeting which
a quorum was present and acting; and
o a minimum of one-third of the total votes available to be voted
by the combined shareholders must be cast on each resolution for
it to be effective. Formal abstentions (or votes withheld) by a
shareholder on a resolution will be counted as having been "cast"
for this purpose.
Q: HOW ARE THE DIRECTORS OF EACH COMPANY ELECTED OR RE-ELECTED?
A: Resolutions relating to the election or re-election of directors are
considered as joint electorate actions. No person may be a member of
the board of directors of Carnival Corporation or Carnival plc without
also being a member of the board of directors of the other company.
There are 14 nominees for election or re-election to the board of
directors of each company this year. Each nominee currently serves as a
director of Carnival Corporation and Carnival plc. All directors are to
be elected or re-elected to serve until the next annual meetings and
until their successors are elected.
Q: WHAT VOTES ARE REQUIRED TO ELECT DIRECTORS OR APPROVE THE OTHER
PROPOSALS?
A: Carnival Corporation Proposals 7, 8 and 9 (being Carnival plc
Resolutions 20, 21 and 22) are required to be approved by 75% of the
combined votes cast at both meetings.
9
Each of the other proposals, including the election and re-election of
directors, requires the approval of a majority of the combined votes
cast at both meetings. Abstentions (including votes withheld, except in
the case of the election or re-election of directors by Carnival
Corporation shareholders as discussed below) and broker non-votes are
not deemed votes cast for purposes of calculating the vote, but do
count for the purpose of determining whether a quorum is present. In
the election of directors by Carnival Corporation shareholders, votes
withheld in respect of one or more nominees count for the purpose of
determining whether a quorum is present and are deemed votes cast
against such nominee or nominees.
If you are a beneficial owner of Carnival Corporation shares and do not
provide the shareholder of record with a signed voting instruction
card, your shares may constitute broker non-votes, as described in "HOW
IS THE QUORUM DETERMINED?" In tabulating the voting result for any
particular proposal, shares which constitute broker non-votes are not
deemed cast for purposes of calculating the vote.
Q: GENERALLY, WHAT ARE PROCEDURAL RESOLUTIONS?
A: Procedural resolutions are resolutions of a procedural or technical
nature that do not adversely affect the shareholders of the other
company in any material respect and are put to the shareholders at a
meeting. The special voting shares do not represent any votes on
"procedural resolutions." The chairman of each of the meetings will
determine whether a resolution is a procedural resolution.
To the extent that such matters require the approval of the
shareholders of either company, any of the following will be procedural
resolutions:
o that certain people be allowed to attend or be excluded from
attending the meeting;
o that discussion be closed and the question put to the vote
(provided no amendments have been raised);
o that the question under discussion not be put to the vote (where
a shareholder feels the original motion should not be put to the
meeting at all, if such original motion was brought during the
course of that meeting);
o to proceed with matters in an order other than that set out in
the notice of the meeting;
o to adjourn the debate (for example, to a subsequent meeting); and
o to adjourn the meeting.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A: The voting results will be announced to the media and the relevant
stock exchanges and posted on our website at www.carnivalcorp.com and
www.carnivalplc.com, after both shareholder meetings have closed. The
results will also be published in our joint quarterly report on Form
10-Q for the second quarter of fiscal 2007 ending May 31, 2007.
Q: WHAT IS THE QUORUM REQUIREMENT FOR THE MEETINGS?
A: The quorum requirement for holding the meetings and transacting
business at the meetings is one-third of the total votes of all
shareholders of both companies entitled to be voted. Shareholders may
be present in person (or by attorney) or represented by proxy at the
meetings.
Q: HOW IS THE QUORUM DETERMINED?
A: For purposes of determining a quorum with respect to joint electorate
actions, the special voting shares have the maximum number of votes
attached to them as were cast on such joint electorate actions, either
10
for, against or abstained, at the parallel shareholder meeting of the
other company, and such maximum number of votes (including abstentions)
constitutes shares entitled to vote and present for purposes of
determining whether a quorum exists at such meeting.
In order for a quorum to be validly constituted with respect to
meetings of shareholders convened to consider a joint electorate action
or class rights action, the special voting entities must be present.
Abstentions (including votes withheld) and broker non-votes are counted
as present for the purpose of determining the presence of a quorum.
Generally, broker non-votes occur when shares held by a broker for a
beneficial owner are not voted with respect to a particular proposal
because (1) the broker has not received voting instructions from the
beneficial owner and (2) the broker lacks discretionary voting power to
vote such shares.
Q: IS MY VOTE CONFIDENTIAL?
A: Proxy instructions, ballots and voting tabulations that identify
individual shareholders are handled in a manner that protects your
voting privacy. Your vote will not be disclosed to third parties except
(1) as necessary to meet applicable legal requirements, (2) to allow
for the tabulation of votes and certification of the vote or (3) to
facilitate a successful proxy solicitation by our boards of directors.
Occasionally, shareholders provide written comments on their proxy card
which are then forwarded to management.
Q: WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETINGS?
A: We will pay the entire cost of preparing, assembling, printing, mailing
and distributing these proxy materials and soliciting votes for the
meetings. We will also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses
for forwarding proxy materials to shareholders.
Q: CAN I VIEW THE PROXY MATERIALS ELECTRONICALLY?
A: This proxy statement will be posted on our website at
www.carnivalcorp.com or www.carnivalplc.com. We encourage you to take
advantage of the convenience of accessing these materials through the
internet as it is simple and fast to use, saves time and money, and is
environmentally friendly.
Q: WHAT REPORTS ARE FILED BY CARNIVAL CORPORATION AND CARNIVAL PLC WITH
THE U.S. SECURITIES AND EXCHANGE COMMISSION AND HOW CAN I OBTAIN
COPIES?
A: We file joint annual reports on Form 10-K, joint quarterly reports on
Form 10-Q and joint current reports on Form 8-K with the U.S.
Securities and Exchange Commission. Copies of the Carnival Corporation
& plc joint annual report on Form 10-K for the year ended November 30,
2006, as well as any joint quarterly reports on Form 10-Q or joint
current reports on Form 8-K, as filed with the U.S. Securities and
Exchange Commission can be viewed or obtained without charge through
the U.S. Securities and Exchange Commission's website at www.sec.gov
(under Carnival Corporation or Carnival plc) or at www.carnivalcorp.com
or www.carnivalplc.com. Copies will also be provided to shareholders
without charge upon written request to Investor Relations, Carnival
Corporation, 3655 N.W. 87th Avenue, Miami, Florida 33178 or Carnival
plc, Carnival House, 5 Gainsford Street, London SE1 2NE, United
Kingdom. We encourage you to take advantage of the convenience of
accessing these materials through the internet as it is simple and fast
to use, saves time and money, and is environmentally friendly.
Q: MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETINGS?
A: Carnival Corporation shareholders and Carnival plc shareholders (to the
extent permitted under Carnival plc's governing documents and UK law)
may submit proposals for consideration at future shareholder meetings,
including director nominations. In order for shareholder proposals to
be considered for inclusion in our proxy statement for next year's
annual meetings, the written proposals must be received by our
Secretary no later than November 9, 2007. Such proposals also will need
to comply with U.S. Securities and Exchange Commission regulations and
11
UK corporate law requirements regarding the inclusion of shareholder
proposals in company sponsored proxy materials. Any proposal of
shareholders to be considered at next year's meetings, but not included
in our proxy statement, must be submitted in writing by January 23,
2008.
Q: MAY I NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?
A: You may propose director candidates for consideration by our board's
Nominating & Governance Committee. In order to have a nominee
considered by the Nominating & Governance Committee for election at the
2008 annual meetings you must submit your recommendation in writing to
the attention of our Secretary at our headquarters not later than
November 9, 2007. Any such recommendation must include:
o the name and address of the candidate;
o a brief biographical description, including his or her occupation
for at least the last five years, and a statement of the
qualifications of the candidate, taking into account the factors
referred to below in "BOARD STRUCTURE AND COMMITTEE MEETINGS --
NOMINATIONS OF DIRECTORS"; and
o the candidate's signed consent to serve as a director if elected
and to be named in the proxy statement.
12
QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION
Carnival plc shareholders should refer to the "QUESTIONS SPECIFIC TO
SHAREHOLDERS OF CARNIVAL PLC" beginning on page 16.
Q: WHAT CARNIVAL CORPORATION SHARES OWNED BY ME CAN BE VOTED?
A: All Carnival Corporation shares owned by you as of February 16, 2007,
the record date, may be voted by you. These shares include those (1)
held directly in your name as the shareholder of record, including
shares purchased through Carnival Corporation's Dividend Reinvestment
Plan and its Employee Stock Purchase Plan and (2) held for you as the
beneficial owner through a stockbroker, bank or other nominee.
Q: WILL I BE ASKED TO VOTE AT THE CARNIVAL PLC ANNUAL MEETING?
A: No. Your vote at the Carnival Corporation annual meeting, for purposes
of determining the outcome of combined voting, is automatically
reflected as appropriate at the parallel annual meeting of Carnival plc
through the mechanism of the special voting share issued by Carnival
plc.
Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF
RECORD AND AS A BENEFICIAL OWNER?
A: Most of the shareholders of Carnival Corporation hold their shares
through a stockbroker, bank or other nominee rather than directly in
their own name. As summarized below, there are some distinctions
between shares held of record and those owned beneficially.
SHAREHOLDER OF RECORD
If your shares are registered directly in your name with Carnival
Corporation's transfer agent, Computershare Investor Services LLC, you
are considered, with respect to those shares, the shareholder of
record, and these proxy materials are being sent directly to you by us.
As the shareholder of record, you have the right to grant your voting
proxy directly to the persons named in the proxy or to vote in person
at the meeting. Carnival Corporation has enclosed a proxy card for you
to use.
BENEFICIAL OWNER
If your shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of shares held
in street name, and these proxy materials are being forwarded to you by
your broker or nominee who is considered, with respect to those shares,
the shareholder of record. As the beneficial owner, you have the right
to direct your broker on how to vote and are also invited to attend the
meeting. However, since you are not the shareholder of record, you may
not vote these shares in person at the meeting. Your broker or nominee
has enclosed a voting instruction card for you to use.
Q: HOW CAN I VOTE MY CARNIVAL CORPORATION SHARES IN PERSON AT THE MEETING?
A: Shares held directly in your name as the shareholder of record may be
voted in person at the annual meeting in Southampton. If you choose to
do so, please bring the enclosed proxy card and proof of
identification.
Even if you plan to attend the annual meeting, we recommend that you
also submit your proxy as described below so that your vote will be
counted if you later decide not to attend the meeting. Shares held in
street name may be voted in person by you only if you obtain a signed
proxy from the record holder giving you the right to vote the shares.
Please refer to the voting instruction card included by your broker or
nominee.
Q: HOW CAN I VOTE MY CARNIVAL CORPORATION SHARES WITHOUT ATTENDING THE
MEETING?
A: Whether you hold shares directly as the shareholder of record or
beneficially in street name, you may direct your vote without attending
the meeting. You may vote by granting a proxy or, for shares held in
street name, by submitting voting instructions to your broker or
nominee. For shareholders of record, you may do this by signing your
13
proxy card and mailing it in the enclosed envelope. If you provided
specific voting instructions, your shares will be voted as you
instruct. If you sign but do not provide instructions, your shares will
be voted as described below in "HOW ARE VOTES COUNTED?" Where your
shares are held in street name, in most instances you will be able to
do this over the internet at www.proxyvote.com, by telephone or by
mail. Please refer to the voting instruction card included by your
broker or nominee.
We are also offering an audio web cast of the annual meetings. If you
choose to listen to the web cast, go to our website at
www.carnivalcorp.com or www.carnivalplc.com shortly before the start of
the meetings and follow the instructions provided.
Q: CAN I CHANGE MY VOTE?
A: You may change your proxy instruction at any time prior to the vote at
the annual meeting. For shares held directly in your name, you may
accomplish this by granting a new proxy bearing a later date (which
automatically revokes the earlier proxy) or by attending the annual
meeting and voting in person. Attendance at the meeting will not cause
your previously granted proxy to be revoked unless you specifically so
request. For shares owned beneficially by you, you may accomplish this
by submitting new voting instructions to your broker or nominee.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING
INSTRUCTION CARD?
A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions on each proxy or voting
card you receive and mail each, as directed.
Q: WHO CAN ATTEND THE CARNIVAL CORPORATION MEETING?
A: All Carnival Corporation shareholders of record as of February 16,
2007, or their duly appointed proxies, may attend and vote at the
meeting. Each shareholder may be asked to present valid picture
identification, such as a driver's license or passport.
If you hold your shares through a stockbroker or other nominee, you
will need to provide proof of ownership by bringing either a copy of
the voting instruction card provided by your broker or a copy of a
brokerage statement showing your share ownership as of February 16,
2007 together with proof of identification. Cameras, recording devices
and other electronic devices will not be permitted at the meeting.
Q: WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED AT THE CARNIVAL
CORPORATION MEETING?
A: Carnival Corporation has only one class of common stock outstanding.
Each share of Carnival Corporation common stock outstanding as of the
close of business on February 16, 2007, the record date, is entitled to
one vote at the annual meeting. As of January 31, 2007, Carnival
Corporation had 623,064,298 shares of common stock issued and
outstanding. The trust shares of beneficial interest in the P&O
Princess Special Voting Trust that are paired with your shares of
common stock do not give you separate voting rights.
Q: HOW ARE VOTES COUNTED?
A: In the election of directors, you may vote "FOR" all of the nominees or
you may "WITHHOLD" your vote with respect to one or more of the
nominees. In the election of directors, a vote "withheld" on the
Carnival Corporation proxy card has the same effect as a vote against
the indicated nominee or nominees. You may vote "FOR," "AGAINST" or
"ABSTAIN" for each of the other proposals. If you "ABSTAIN," it has no
effect on the outcome of the votes, although abstentions will be
counted for purposes of determining if a quorum is present for joint
electorate actions. If you sign your proxy card or broker voting
instruction card with no further instructions, your shares will be
voted in accordance with the recommendations of the boards of
directors.
14
Q: WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?
A: Other than the proposals described in this proxy statement, Carnival
Corporation does not expect any matters to be presented for a vote at
the annual meeting. If you grant a proxy, the persons named as proxy
holders, Micky Arison, Carnival Corporation's Chairman of the Board and
Chief Executive Officer, and Arnaldo Perez, Carnival Corporation's
Senior Vice President, General Counsel and Secretary, will have the
discretion to vote your shares on any additional matters properly
presented for a vote at the meeting. If for any unforeseen reason any
of our nominees is unable to accept nomination or election (which is
not anticipated), the persons named as proxy holders will vote your
proxy for such other candidate or candidates as may be nominated by the
boards of directors.
Q: WHO WILL COUNT THE VOTE?
A: A representative of Computershare Investor Services LLC, our transfer
agent, will tabulate the votes and act as the inspector of elections.
15
QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC
Carnival Corporation shareholders should refer to "QUESTIONS SPECIFIC TO
SHAREHOLDERS OF CARNIVAL CORPORATION" beginning on page 13.
Q: WHO IS ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING OF
CARNIVAL PLC?
A: If you are a Carnival plc shareholder registered in the register of
members of Carnival plc at 11:00 p.m. (UK time) on April 14, 2007, you
will be entitled to attend in person and vote at the annual general
meeting to be held in Southampton, United Kingdom in respect of the
number of Carnival plc shares registered in your name at that time. You
may also appoint one or more proxies to attend and (on a poll) vote
instead of you. If you are a corporation you may appoint a corporate
representative to represent you and vote your shareholding in Carnival
plc at the annual general meeting to be held in Southampton, United
Kingdom. For further details regarding appointing a proxy or corporate
representative please see below.
We are also offering an audio web cast of the annual meetings. If you
choose to listen to the web cast, go to our website at
www.carnivalcorp.com or www.carnivalplc.com shortly before the start of
the meetings and follow the instructions provided. For your
convenience, we will also be hosting a live audio broadcast of the
Carnival plc annual general meeting and the Carnival Corporation annual
meeting, at our headquarters located at 3655 N.W. 87th Avenue, Miami,
Florida 33178, from 10:00 a.m. (Miami time). All Carnival plc and
Carnival Corporation shareholders and their guests are welcome to
attend the live audio broadcast, although only Carnival plc and
Carnival Corporation shareholders will be able to submit questions to
the directors from Miami. Please note further that only shareholders
attending the meetings to be held in Southampton will be able to vote
in person. Accordingly, Carnival plc shareholders attending the audio
broadcast of the meetings in Miami will need to submit a proxy to make
their vote count.
Q: WILL I BE ASKED TO VOTE AT THE CARNIVAL CORPORATION ANNUAL MEETING?
A: No. Your vote at the Carnival plc annual general meeting, for purposes
of determining the outcome of combined voting, will automatically be
reflected as appropriate at the parallel annual meeting of Carnival
Corporation through the mechanism of a special voting share issued by
Carnival Corporation.
Q: HOW DO I VOTE MY CARNIVAL PLC SHARES WITHOUT ATTENDING THE ANNUAL
GENERAL MEETING?
A: You may vote your Carnival plc shares at the annual general meeting by
completing and signing the enclosed form of proxy in accordance with
the instructions set out on the form and returning it as soon as
possible, but in any event so as to be received by Carnival plc's
registrar, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex,
BN99 6AN, by not later than 3:00 p.m. (UK time) on April 14, 2007.
Alternatively, a proxy vote may be submitted via the internet in
accordance with the instructions set out in the proxy form. It is also
possible to appoint a proxy via the CREST system, please see the
Carnival plc Notice of Annual General Meeting for further details.
Voting by proxy does not preclude you from attending the annual general
meeting and voting in person should you wish to do so.
If you are a corporation you can vote your Carnival plc shares at the
annual general meeting by appointing a corporate representative. You
are strongly encouraged to pre-register your corporate representative
to make registration on the day of the annual meeting more efficient.
In order to pre-register you would need to fax your Letter of
Representation to Carnival plc's registrar, Lloyds TSB Registrars, on
01903 833168 from within the United Kingdom or +44 1903 833168 from
elsewhere.
Corporate representatives themselves are urged to arrive at least two
hours before commencement of the annual general meeting to assist
Carnival plc's registrar with the appropriate registration formalities.
Whether or not you intend to appoint a corporate representative, you
are strongly encouraged to return the enclosed form of proxy to
Carnival plc's registrar.
16
Q: CAN I CHANGE MY VOTE GIVEN BY PROXY OR BY MY CORPORATE REPRESENTATIVE?
A: Yes, in certain circumstances. You may change your proxy vote by either
completing, signing and dating a new form of proxy in accordance with
its instructions and returning it to Carnival plc's registrars by no
later than 3:00 p.m. (UK time) on April 14, 2007, or by attending and
voting in person at the annual general meeting. If you do not attend
and vote in person at the annual general meeting and wish to revoke the
appointment of your proxy or corporate representative you must do so by
delivering a notice of such revocation to Carnival plc's registrars at
least three hours before the start of the annual general meeting.
Q: WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED AT THE CARNIVAL PLC
MEETING?
A: Carnival plc has only one class of ordinary shares in issue. Each
Carnival plc ordinary share in issue as of the close of business on
April 14, 2007, is (on a poll) entitled to one vote at the annual
general meeting. As of January 31, 2007, Carnival plc had 213,108,640
ordinary shares issued and outstanding. However, the 42,329,877
Carnival plc ordinary shares indirectly held by Carnival Corporation
have no voting rights (in accordance with Carnival plc's articles of
association).
Q: HOW ARE VOTES COUNTED?
A: You may vote "FOR," "AGAINST" or "WITHHOLD" your vote for each of the
resolutions. If you "WITHHOLD," it has no effect on the outcome of the
votes, although withheld votes will be counted for purposes of
determining if a quorum is present for joint electorate actions.
17
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is information concerning the share ownership of (1) all
persons known by us to be the beneficial owners of 5% or more of the
623,064,298 shares of Carnival Corporation common stock and trust shares of
beneficial interest in the P&O Princess Special Voting Trust outstanding as of
January 31, 2007, (2) all persons known by us to be the beneficial owners of 5%
or more of the 213,108,640 ordinary shares of Carnival plc outstanding as of
January 31, 2007, 42,329,877 of which are indirectly owned by Carnival
Corporation and have no voting rights, (3) each of our executive officers named
in the Summary Compensation Table which appears elsewhere in this proxy
statement, (4) each of our other directors and (5) all directors and executive
officers as a group.
Micky Arison, Chairman of the board and Chief Executive Officer of each of
Carnival Corporation and Carnival plc, certain other members of the Arison
family and trusts for their benefit (collectively, the "Principal
Shareholders"), beneficially own shares representing approximately 37% of the
voting power of Carnival Corporation and approximately 29% of the combined
voting power of Carnival Corporation & plc and have informed us that they
intend to cause all such shares to be voted in favor of the 14 nominees to the
boards of directors named in this proxy statement and in favor of Proposals 2
through 9 listed in the accompanying Carnival Corporation Notice of Meeting.
The table begins with ownership of the Principal Shareholders.
The number of shares beneficially owned by each entity, person, director,
nominee or executive officer is determined under rules of the U.S. Securities
and Exchange Commission, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has the sole or shares
voting power or investment power and also any shares which the individual would
have the right to acquire as of April 1, 2007 (being 60 days after January 31,
2007) through the exercise of any stock option ("Vested Options") and the
vesting of restricted share units.
BENEFICIAL OWNERSHIP TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AND
NATURE OF
AMOUNT AND NATURE PERCENT OF BENEFICIAL
OF BENEFICIAL OWNERSHIP CARNIVAL OWNERSHIP
OF CARNIVAL CORPORATION CORPORATION OF CARNIVAL PLC
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1) SHARES AND TRUST SHARES* COMMON STOCK ORDINARY SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
Micky Arison...................................................... 180,996,639(2)(3)(4) 29.0% 0
Shari Arison...................................................... 2,440,908(2)(5) *** 0
c/o SAFO LLC
10800 Biscayne Boulevard
Miami, FL 33161
MA 1994 B Shares, L.P............................................. 106,114,284(2)(6) 17.0% 0
MA 1994 B Shares, Inc............................................. 106,114,284(2)(6) 17.0% 0
Nickel 1994 "B" Trust............................................. 106,114,284(2)(6) 17.0% 0
Nickel 2003 Revocable Trust....................................... 881,747(2)(7) *** 0
Artsfare 2005 Trust No. 2......................................... 32,866,264(2)(8)(13) 5.3% 0
c/o SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
Artsfare 2006 Trust No. 1......................................... 1,805,943(8)(13) *** 0
c/o SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
Artsfare 2006 Trust No. 2......................................... 6,473,623(8)(13) 1.0% 0
c/o SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
JPMorgan Trust Company of Delaware................................ 3,759,010(2)(9) *** 0
JMD-LMA Protector, Inc............................................ 41,145,830(2)(8) 6.6% 0
Nickel 2003 GRAT.................................................. 2,592,895(2) *** 0
Nickel Continued Irrevocable Trust................................ 2,124,560(2) *** 0
Eternity Two Trust................................................ 3,759,010(2)(3)(9)(14) *** 0
Jafasa Continued Irrevocable Trust................................ 1,000,000(2)(3) *** 0
MBA I, L.P........................................................ 2,191,449(2)(3)(10) *** 0
Artsfare 2003 Trust............................................... 2,191,449(2)(3)(10) *** 0
TAMMS Investment Company, Limited Partnership..................... 759,010(2)(3) *** 0
TAMMS Management Corporation...................................... 791,449(2)(3) *** 0
- --------------------------------------------------------------------------------------------------------------
PERCENT OF PERCENT OF
CARNIVAL PLC COMBINED
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1) ORDINARY SHARES VOTING POWER
- --------------------------------------------------------------------------------------------------------------
Micky Arison...................................................... 0 22.8%
Shari Arison...................................................... 0 ***
c/o SAFO LLC
10800 Biscayne Boulevard
Miami, FL 33161
MA 1994 B Shares, L.P............................................. 0 13.4%
MA 1994 B Shares, Inc............................................. 0 13.4%
Nickel 1994 "B" Trust............................................. 0 13.4%
Nickel 2003 Revocable Trust....................................... 0 ***
Artsfare 2005 Trust No. 2......................................... 0 4.1%
c/o SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
Artsfare 2006 Trust No. 1......................................... 0 ***
c/o SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
Artsfare 2006 Trust No. 2......................................... 0 ***
c/o SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
JPMorgan Trust Company of Delaware................................ 0 ***
JMD-LMA Protector, Inc............................................ 0 5.2%
Nickel 2003 GRAT.................................................. 0 ***
Nickel Continued Irrevocable Trust................................ 0 ***
Eternity Two Trust................................................ 0 ***
Jafasa Continued Irrevocable Trust................................ 0 ***
MBA I, L.P........................................................ 0 ***
Artsfare 2003 Trust............................................... 0 ***
TAMMS Investment Company, Limited Partnership..................... 0 ***
TAMMS Management Corporation...................................... 0 ***
18
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AND
NATURE OF
AMOUNT AND NATURE PERCENT OF BENEFICIAL
OF BENEFICIAL OWNERSHIP CARNIVAL OWNERSHIP
OF CARNIVAL CORPORATION CORPORATION OF CARNIVAL PLC
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1) SHARES AND TRUST SHARES* COMMON STOCK ORDINARY SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
James M. Dubin.................................................... 117,408,814(2)(3)(11) 18.8% 0
c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
John J. O'Neil.................................................... 65,546,535(2)(3)(12)(14) 10.5% 0
c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
SunTrust Delaware Trust Company................................... 41,145,830(2)(13) 6.6% 0
1011 Centre Road, Suite 108
Wilmington, DE 19805
JMD Delaware, Inc................................................. 8,525,000(2)(3)(6)(7) 1.4% 0
Knight Protector, Inc............................................. 65,546,535(2)(3)(14) 10.5% 0
Citigroup Inc..................................................... 64,132,382(15) 10.3% 0
399 Park Avenue
New York, NY 10043
Citigroup Institutional Trust Company............................. 61,813,925(15) 9.9% 0
824 Market Street
Wilmington, DE 19801
Robert H. Dickinson............................................... 504,000(16) *** 0
Pier Luigi Foschi................................................. 0 *** 118,000(17)
c/o Costa Crociere S.p.A.
Via XII Ottobre, 2
16121 Genoa
Italy
Howard S. Frank................................................... 650,265(18) *** 0
Peter G. Ratcliffe................................................ 57,974(19) *** 0(20)
c/o Princess Cruise Lines
24305 Town Center Drive
Santa Clarita, CA 91355
Ambassador Richard G. Capen, Jr................................... 49,202(21) *** 0
6077 San Elijo
Rancho Santa Fe, CA 92067
Arnold W. Donald.................................................. 26,650(22) *** 0
Juvenile Diabetes Research Foundation International
1 North Brentwood Blvd., Suite 510
Clayton, MO 63105
Richard J. Glasier................................................ 9,000(23) *** 0
122 Crystal Canyon Drive
Carbondale, CO 81623
Baroness Hogg..................................................... 5,000 *** 1,874
c/o 3i Group plc
91 Waterloo Road
London SE1 8XP
United Kingdom
A. Kirk Lanterman................................................. 166,788(24) *** 0
c/o Holland America Line Inc.
300 Elliott Avenue West
Seattle, WA 98119
Modesto A. Maidique............................................... 42,400(25) *** 0
c/o Florida International University
Office of the President
University Park Campus
107th Avenue and S.W. 8th Street
Miami, FL 33199
Sir John Parker................................................... 5,000 *** 10,004(26)
c/o National Grid plc
1-3 Strand
London WC2N 5EH
United Kingdom
Stuart Subotnick.................................................. 7,000 *** 0
c/o Metromedia Company
810 7th Avenue, 29th Floor
New York, NY 10019
Laura Weil........................................................ 0 0 0
220 East 73rd Street
New York, NY 10021
Uzi Zucker........................................................ 75,600(27) *** 0
870 5th Avenue
New York, NY 10021
Capital Research and Management Company........................... 97,621,200(28) 15.7% 0
333 South Hope Street
Los Angeles, CA 90071
The Growth Fund of America, Inc................................... 36,100,000(28) 5.8% 0
333 South Hope Street
Los Angeles, CA 90071
- --------------------------------------------------------------------------------------------------------------
PERCENT OF PERCENT OF
CARNIVAL PLC COMBINED
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1) ORDINARY SHARES VOTING POWER
- --------------------------------------------------------------------------------------------------------------
James M. Dubin.................................................... 0 14.8%
c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
John J. O'Neil.................................................... 0 8.3%
c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
SunTrust Delaware Trust Company................................... 0 5.2%
1011 Centre Road, Suite 108
Wilmington, DE 19805
JMD Delaware, Inc................................................. 0 1.1%
Knight Protector, Inc............................................. 0 8.3%
Citigroup Inc..................................................... 0 8.1%
399 Park Avenue
New York, NY 10043
Citigroup Institutional Trust Company............................. 0 7.8%
824 Market Street
Wilmington, DE 19801
Robert H. Dickinson............................................... 0 ***
Pier Luigi Foschi................................................. *** ***
c/o Costa Crociere S.p.A.
Via XII Ottobre, 2
16121 Genoa
Italy
Howard S. Frank................................................... 0 ***
Peter G. Ratcliffe................................................ *** ***
c/o Princess Cruise Lines
24305 Town Center Drive
Santa Clarita, CA 91355
Ambassador Richard G. Capen, Jr................................... 0 ***
6077 San Elijo
Rancho Santa Fe, CA 92067
Arnold W. Donald.................................................. 0 ***
Juvenile Diabetes Research Foundation International
1 North Brentwood Blvd., Suite 510
Clayton, MO 63105
Richard J. Glasier................................................ 0 ***
122 Crystal Canyon Drive
Carbondale, CO 81623
Baroness Hogg..................................................... *** ***
c/o 3i Group plc
91 Waterloo Road
London SE1 8XP
United Kingdom
A. Kirk Lanterman................................................. 0 ***
c/o Holland America Line Inc.
300 Elliott Avenue West
Seattle, WA 98119
Modesto A. Maidique............................................... 0 ***
c/o Florida International University
Office of the President
University Park Campus
107th Avenue and S.W. 8th Street
Miami, FL 33199
Sir John Parker................................................... *** ***
c/o National Grid plc
1-3 Strand
London WC2N 5EH
United Kingdom
Stuart Subotnick.................................................. 0 ***
c/o Metromedia Company
810 7th Avenue, 29th Floor
New York, NY 10019
Laura Weil........................................................ 0 0
220 East 73rd Street
New York, NY 10021
Uzi Zucker........................................................ 0 ***
870 5th Avenue
New York, NY 10021
Capital Research and Management Company........................... 0 12.3%
333 South Hope Street
Los Angeles, CA 90071
The Growth Fund of America, Inc................................... 0 4.5%
333 South Hope Street
Los Angeles, CA 90071
19
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AND
NATURE OF
AMOUNT AND NATURE PERCENT OF BENEFICIAL
OF BENEFICIAL OWNERSHIP CARNIVAL OWNERSHIP
OF CARNIVAL CORPORATION CORPORATION OF CARNIVAL PLC
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1) SHARES AND TRUST SHARES* COMMON STOCK ORDINARY SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
Baillie Gifford & Co.............................................. 0 0 13,561,146(29)
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Scotland
Barclays plc...................................................... 0 0 6,454,915(29)
1 Churchill Place
London E14 5HP
United Kingdom
The Capital Group Companies, Inc. and their affiliates............ 0 0 16,984,669(29)
333 South Hope Street
Los Angeles, CA 90071
Legal & General Group plc and/or its subsidiaries................. 0 0 11,350,409(29)
Temple Court
11 Queen Victoria Street
London EC4N 4SB
United Kingdom
All directors and executive officers as a group (18 persons)...... 182,945,297(30) 29.3% 130,304(31)
- --------------------------------------------------------------------------------------------------------------
PERCENT OF PERCENT OF
CARNIVAL PLC COMBINED
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1) ORDINARY SHARES VOTING POWER
- --------------------------------------------------------------------------------------------------------------
Baillie Gifford & Co.............................................. 7.9% 1.7%
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Scotland
Barclays plc...................................................... 3.8% ***
1 Churchill Place
London E14 5HP
United Kingdom
The Capital Group Companies, Inc. and their affiliates............ 10.0% 2.1%
333 South Hope Street
Los Angeles, CA 90071
Legal & General Group plc and/or its subsidiaries................. 6.6% 1.4%
Temple Court
11 Queen Victoria Street
London EC4N 4SB
United Kingdom
All directors and executive officers as a group (18 persons)...... *** 23.0%
- ------------
* As part of the establishment of the DLC structure, Carnival plc issued a
special voting share to Carnival Corporation, which transferred such share
to the trustee of the P&O Princess Special Voting Trust (the "Trust"), a
trust established under the laws of the Cayman Islands. Trust shares of
beneficial interest in the Trust were transferred to Carnival Corporation.
The trust shares represent a beneficial interest in the Carnival plc
special voting share. Immediately following the transfer, Carnival
Corporation distributed such trust shares by way of a dividend to holders
of shares of Carnival Corporation common stock. Under a pairing agreement,
the trust shares of beneficial interest in the Trust are paired with, and
evidenced by, certificates representing shares of Carnival Corporation
common stock on a one-for-one basis. In addition, under the pairing
agreement, when a share of Carnival Corporation common stock is issued to
a person after the implementation of the DLC structure, a paired trust
share will be issued at the same time to such person. Each share of
Carnival Corporation common stock and the paired trust share may not be
transferred separately. The Carnival Corporation common stock and the
trust shares (including the beneficial interest in the Carnival plc
special voting share) are listed and trade together on the New York Stock
Exchange ("NYSE") under the ticker symbol "CCL." Accordingly, each holder
of Carnival Corporation common stock is also deemed to be the beneficial
owner of an equivalent number of trust shares.
** As a result of the DLC structure, on most matters that affect all of the
shareholders of Carnival Corporation and Carnival plc, the shareholders of
both companies effectively vote together as a single decision-making body.
Combined voting is accomplished through the special voting shares that
have been issued by each company.
*** Less than one percent.
(1) The address of each natural person named, unless otherwise noted, is 3655
N.W. 87 Avenue, Miami, Florida 33178. The address of all other entities,
unless otherwise noted, is 1201 North Market Street, Wilmington, Delaware
19899.
(2) The Principal Shareholders and others have filed a joint statement on
Schedule 13D with respect to the shares of Carnival Corporation common
stock held by such persons.
(3) TAMMS Investment Company Limited Partnership ("TAMMS") owns 759,010 shares
of common stock. TAMMS' general partner is TAMMS Management Corporation
("TAMMS Corp."), which is wholly-owned by MBA I, L.P. ("MBA I"). TAMMS'
limited partners are various trusts established for the benefit of certain
members of Mr. Arison's family (the "Family Trusts"). By virtue of the
limited partnership agreement of TAMMS, TAMMS Corp. may also be deemed to
beneficially own such 759,010 shares of common stock. By virtue of its
interest in TAMMS, JMD Delaware, Inc. and JPMorgan Trust Company of
Delaware, as trustees of certain of the Family Trusts, may be deemed to
beneficially own the portion of the 759,010 shares of common stock held by
TAMMS which corresponds to their partnership interest in TAMMS. Such
amounts are included in the number of shares set forth next to its name in
the table above. Because of authority granted under the trust instrument
for the Artsfare 2003 Trust, Mr. Arison may be deemed to beneficially own
the 2,191,449 shares held by the Artsfare 2003 Trust by virtue of the
limited partnership interest of MBA I in TAMMS.
(4) Includes (i) 960,000 Vested Options, (ii) 2,807,545 shares of common stock
held by the Nickel 2006 GRAT, (iii) 300,000 shares held by the Nickel 2003
Revocable Trust, (iv) 106,114,284 shares of common stock held by the MA
1994 B Shares, L.P., (v) 73,386,032 shares of common stock held by the
Artsfare 2006 Trust No. 1, Artsfare 2006 Trust No. 2, Artsfare 2005 Trust
No. 2, Eternity Four Trust and the Nickel 1997 Irrevocable Trust by virtue
of the authority granted to Mr. Arison under the last will of Ted Arison
and (v) 1,432,440 shares of common stock held by the Artsfare 2003 Trust
by virtue of authority granted under the trust instrument all of which may
be deemed to be beneficially owned by Mr. Arison.
(5) The shares described above include 1,200 shares of common stock owned by
Shari Arison's children. Shari Arison disclaims beneficial ownership of
the shares owned by her children.
(6) MA 1994 B Shares, L.P. ("MA 1994, L.P.") owns 106,114,284 shares of common
stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. ("MA
1994, Inc."), which is wholly-owned by the Nickel 1994 "B" Trust, a trust
established for the benefit of Mr. Arison and his heirs (the "B Trust").
The sole limited partner of MA 1994, L.P. is the B Trust. Under the terms
of the instrument governing the B Trust, Mr. Arison has the sole right to
vote and direct the sale of the common stock indirectly held by the B
Trust. By virtue of the limited partnership agreement of MA 1994, L.P., MA
1994, Inc. may be deemed to beneficially own all such 106,114,284 shares
of common stock. By virtue of Mr. Arison's interest in the B Trust and the
B Trust's interest in MA 1994, L.P., Mr. Arison may be deemed to
beneficially own all such 106,114,284 shares of common stock. The trustee
of the B Trust is JMD Delaware, Inc., a corporation wholly-owned by James
M. Dubin.
(7) Nickel 2003 Revocable Trust, a trust established for the benefit of Mr.
Arison and his heirs (the "Nickel 2003 Trust") owns 881,747,shares of
common stock. Under the terms of the instrument governing the Nickel 2003
Trust, Mr. Arison has the sole right to vote and direct the sale of the
common stock indirectly held by the Nickel 2003 Trust. The trustee of the
Nickel 2003 Trust is JMD Delaware, Inc., a corporation wholly-owned by
James M. Dubin.
(8) JMD-LMA Protector, Inc., a Delaware corporation, is the protector of the
Artsfare 2006 Trust No. 1, the Artsfare 2006 Trust No. 2 and Artsfare 2005
Trust No. 2. JMD-LMA Protector, Inc. has shared voting and dispositive
power with respect to the shares of common stock held by Artsfare 1992
Irrevocable Trust and Artsfare 2005 Trust No. 2.
20
(9) JPMorgan Trust Company of Delaware acts as trustee Eternity Two Trust. As
Trustee of Eternity Two Trust, JPMorgan Trust Company of Delaware has
shared voting and dispositive power with respect to 3,000,000 shares of
common stock held by Eternity Two Trust and shared dispositive power with
respect to 759,010 shares of common stock beneficially owned by Eternity
Two Trust by virtue of its interest in TAMMS. JPMorgan Trust Company of
Delaware disclaims beneficial ownership of the common stock held by
Eternity Two Trust.
(10) MBA I owns 1,400,000 shares of common stock and a limited partnership
interest in TAMMS (See Note 3 above). MBA I may be deemed to own 791,449
shares of common stock held by TAMMS which corresponds to its respective
partnership interest in TAMMS and TAMMS Corp. The Artsfare 2003 Trust owns
a controlling interest in MBA I; therefore, the Artsfare 2003 Trust be
deemed to beneficially own all such 2,191,449 shares of common stock.
(11) By virtue of being the sole shareholder of JMD Delaware, Inc. and JMD-LMA
Protector, Inc., a 50% shareholder of Knight Protector, Inc., and the sole
trustee of the Artsfare 2003 Trust, Mr. Dubin may be deemed to own the
aggregate of 117,408,814 shares of common stock beneficially owned by such
entities, as to which he disclaims beneficial ownership. Mr. Dubin
beneficially owns 1,000 shares of common stock held directly.
(12) By virtue of being a 50% shareholder of Knight Protector, Inc., Mr. O'Neil
may be deemed to own the aggregate of 65,546,535 shares of common stock
beneficially owned by such entity, as to which he disclaims beneficial
ownership.
(13) SunTrust Delaware Trust Company acts as trustee for the Artsfare 2005
Trust No. 2, the Artsfare 2006 Trust No. 1 and the Artsfare 2006 Trust No.
2.
(14) Knight Protector, Inc. acts as protector of the Eternity Four Trust, and
has shared dispositive power with respect to all 61,787,525 shares of
common stock held by Eternity Four Trust, shared voting power with respect
to 31,701,809 shares of common stock held by Eternity Four Trust and sole
voting power with respect to 30,085,716 shares of common stock held by
Eternity Four Trust. Knight Protector, Inc. acts as protector of the
Eternity Two Trust, and has shared voting and dispositive power with
respect to 3,000,000 shares of common stock held by Eternity Two Trust and
shared dispositive power with respect to 759,010 shares of common stock
beneficially owned by Eternity Two Trust by virtue of its interest in
TAMMS.
(15) Citigroup Institutional Trust Company acts as trustee for the Eternity
Four Trust. According to Amendment No. 2 to Schedule 13G filed on February
8, 2006 by Citigroup Inc. and Citigroup Institutional Trust Company
(formerly known as Smith Barney Corporate Trust Company), as of December
31, 2005 Citigroup Institutional Trust Company (of which Citigroup Inc. is
the sole member) has shared voting power over 26,400 shares of common
stock and shared dispositive power over 61,813,925 shares of common stock
(61,787,525 shares of which are shares held by the Eternity Four Trust),
and Citigroup Inc. has shared voting power over 1,456,082 shares of common
stock and shared dispositive power over 64,132,382 shares of common stock
(61,787,525 shares of which are shares held by the Eternity Four Trust).
(16) Includes (i) 240,000 Vested Options and (ii) 264,000 shares of common
stock owned by Dickinson Enterprises Limited Partnership (the "Dickinson
Partnership"). The general partner of the Dickinson Partnership is
Dickinson Enterprises, Inc., which is wholly owned by a revocable trust
established for the benefit of Mr. Dickinson and his heirs (the "Dickinson
Trust"). Under the terms of the instrument governing the Dickinson Trust,
Mr. Dickinson has the sole right to vote and direct the sale of the common
stock indirectly held by the Dickinson Trust.
(17) Includes 108,000 Vested Options.
(18) Includes (i) 360,000 Vested Options and (ii) 4,000 shares of common stock
owned by the Jackson S. Woolworth Irrevocable Trust and the Cassidy B.
Woolworth Trust (Mr. Frank is trustee), as to which Mr. Frank disclaims
beneficial ownership.
(19) Includes (i) 40,000 Vested Options and (ii) 13,892 shares held by Mr.
Ratcliffe's wife. Does not include Mr. Ratcliffe's conditional right to
receive 20,000 restricted share units and 10,000 shares of common stock
pursuant to the Carnival Corporation 2002 Stock Plan after a five-year
retention period, during which Mr. Ratcliffe does not have the right to
vote or direct the sale of those shares.
(20) Does not include Mr. Ratcliffe's conditional right to receive 40,228 share
awards under the Carnival plc Deferred Bonus and Co-Investment Matching
Plan after a three-year retention period, during which Mr. Ratcliffe does
not have the right to vote or direct the sale of those shares.
(21) Includes (i) 46,400 Vested Options, (ii) 2,000 shares owned by the Capen
Trust, of which Mr. Capen is co-trustee, and (iii) 802 shares of common
stock owned by Mr. Capen's wife as to which he disclaims beneficial
ownership.
(22) Includes 25,400 Vested Options.
(23) Includes 6,000 Vested Options.
(24) Includes 8,000 shares of common stock held by the Helen K. Lanterman Trust
(Mr. Lanterman is trustee).
(25) Includes 40,400 Vested Options.
(26) Includes 7,000 shares held by Whitefoord Limited on behalf of GHM Trustees
Limited, the trustee for Sir John Parker's Fixed Unapproved Restricted
Retirement Scheme.
(27) Includes 15,600 Vested Options.
(28) As reflected in Amendment No. 7 to Schedule 13G, dated August 10, 2006, as
filed with the U.S. Securities and Exchange Commission.
(29) Based on notifications to Carnival plc of interests of 3% or more in the
share capital of Carnival plc as required by the Companies Act 1985.
(30) Includes 2,022,694 Vested Options.
(31) Includes 118,000 Vested Options.
21
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3 and 4 and amendments thereto furnished to
Carnival Corporation and Carnival plc during and with respect to their most
recent fiscal year and upon written representations from persons known to
Carnival to be subject to Section 16 of the U.S. Securities Exchange Act of
1934, as amended (the "Exchange Act") (a "reporting person") that no Form 5 is
required to be filed for such reporting person, all reporting persons filed on
a timely basis reports required by Section 16(a) of the Exchange Act during the
fiscal year ended November 30, 2006.
PROPOSAL 1 (RESOLUTIONS 1-14)
ELECTION AND RE-ELECTION OF DIRECTORS
The DLC structure requires the boards of Carnival plc and Carnival Corporation
to be identical. Shareholders are required to approve the election and
re-election of directors to each board. There are 14 nominees for election or
re-election to each board of directors. Each nominee currently serves as a
director of both companies. All directors are to be elected or re-elected to
serve until the next annual meeting and until their successors are elected.
With respect to each nominee set forth below, the information presented
includes such person's age, the month and year in which such person first
became a director, any other position held with Carnival Corporation and
Carnival plc, such person's principal occupations during at least the past five
years and any directorships held by such nominee in public or certain other
companies.
The Nominating & Governance Committees conducted performance evaluations on the
members of our boards of directors and reported the results to the boards.
Because A. Kirk Lanterman has reached the age of 75, in accordance with the
Carnival Corporation & plc Corporate Governance Guidelines, he has not been
nominated for re-election to the boards. The boards determined that each
director was an effective member of the boards and, therefore, that each
director (other than Mr. Lanterman) should be proposed for election or
re-election.
ACCORDINGLY, THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE
ELECTION OR RE-ELECTION OF EACH OF THE FOLLOWING NOMINEES:
MICKY ARISON, age 57, has been Chairman of the board of directors of Carnival
Corporation since October 1990 and a director since June 1987. He became a
director and Chairman of the board of directors of Carnival plc in April 2003.
He has been Chief Executive Officer of Carnival Corporation since 1979 and
became Chief Executive Officer of Carnival plc in April 2003.
AMBASSADOR RICHARD G. CAPEN, JR., age 72, has been a director of Carnival
Corporation since April 1994 and a director of Carnival plc since April 2003.
He is currently a corporate director, author and business consultant. From 1992
to 1993, Ambassador Capen served as United States Ambassador to Spain. From
1989 to 1991, Ambassador Capen served as Vice Chairman of Knight-Ridder, Inc.
Ambassador Capen was the Chairman and Publisher of the Miami Herald from 1983
to 1989. Ambassador Capen is a member of the boards of directors of the Fixed
Income Funds of The Capital Group, the New Economy Fund and Smallcap World
Fund.
ROBERT H. DICKINSON, age 64, has been a director of Carnival Corporation since
June 1987 and a director of Carnival plc since April 2003. Since May 2003, Mr.
Dickinson has served as President and Chief Executive Officer of the Carnival
Cruise Lines division of Carnival Corporation. From May 1993 through May 2003,
Mr. Dickinson was President and Chief Operating Officer of Carnival Cruise
Lines.
ARNOLD W. DONALD, age 52, has been a director of Carnival Corporation since
January 2001 and a director of Carnival plc since April 2003. Since January
2006, Mr. Donald has served as President and Chief Executive Officer of
Juvenile Diabetes Research Foundation International. From March 2000 to
November 2005, Mr. Donald was the Chairman of the Board of Merisant Company, a
manufacturer and marketer of tabletop sweetener products, including the
Equal(R) and Canderel(R) brands. From March 2000 to March 2003, he was also the
Chief Executive Officer of Merisant Company. From January 1998 to March 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
22
agricultural sector. He is a member of the boards of directors of Crown
Holdings, Inc., The Laclede Group, Inc., Oil-Dri Corporation of America,
Russell Corporation and The Scotts Miracle-Gro Company.
PIER LUIGI FOSCHI, age 60, has been a director of Carnival Corporation and
Carnival plc since April 2003. He has been Chief Executive Officer of Costa
Crociere S.p.A. ("Costa"), a subsidiary of Carnival plc, and chairman of its
board since January 2000.
HOWARD S. FRANK, age 65, has been Vice Chairman of the board of directors of
Carnival Corporation since October 1993 and a director since April 1992. He has
been a director, Vice Chairman of the board of directors and Chief Operating
Officer of Carnival plc since April 2003. He has served as Chief Operating
Officer of Carnival Corporation since January 1998.
RICHARD J. GLASIER, age 61, has been a director of Carnival Corporation and
Carnival plc since July 2004. From July 2002 to May 2005, Mr. Glasier was
President of Argosy Gaming Company, an owner and operator of casinos, and its
Chief Executive Officer from May 2003 until October 2005. From November 1995 to
July 2002, Mr. Glasier was Executive Vice President and Chief Financial Officer
of Royal Caribbean Cruises Ltd.
BARONESS HOGG, age 60, has been a director of Carnival Corporation since April
2003 and a director of Carnival plc since October 2000. She is Chairman of 3i
Group Plc and Frontier Economics Ltd. Sarah Hogg was Head of the Prime
Minister's Policy Unit, with the rank of Second Permanent Secretary, from 1990
to1995. She also served as a non-executive director of The Peninsular and
Oriental Steam Navigation Company between 1999 and October 2000 and Deputy
Chairman of GKN plc from 1996 to May 2006.
MODESTO A. MAIDIQUE, age 66, has been a director of Carnival Corporation since
April 1994 and a director of Carnival plc since April 2003. He has been
President of Florida International University ("FIU") since 1986. Prior to
assuming the presidency of FIU, Dr. Maidique taught at the Massachusetts
Institute of Technology, Harvard University and Stanford University. Dr.
Maidique has also served as Vice President and General Manager of the
Semiconductor Division of Analog Devices, Inc. which he co-founded in 1969, as
President and Chief Executive Officer of Genome Therapeutics Corporation
(formerly known as Collaborative Research, Inc.), a genetics engineering firm,
and as General Partner of Hambrecht & Quist, a venture capital firm. Dr.
Maidique is a director of National Semiconductor, Inc.
SIR JOHN PARKER, age 64, has been a director of Carnival Corporation since
April 2003 and a director of Carnival plc since October 2000. He was Deputy
Chairman of Carnival plc from September 2002 to April 2003. He is the
non-executive Chairman of National Grid plc and Chairman of The Peninsular and
Oriental Steam Navigation Company. He is also Senior Non-Executive Director of
the Court of the Bank of England and Chancellor of the University of
Southampton. He was formerly a non-executive director of GKN plc, Brambles
Industries plc and BG Group plc, Chairman of Babcock International Group plc
and RMC Group plc and a President of the Royal Institution of Naval Architects.
Sir John Parker has been a member of the General Committee of Lloyds Register
of Shipping since 1983 and was Chairman of its Technical Committee from 1993
until 2002.
PETER G. RATCLIFFE, age 58, has been a director of Carnival Corporation since
April 2003 and a director of Carnival plc since October 2000. He was Carnival
plc's Chief Executive Officer until April 2003. He is now Chief Executive
Officer of P&O Princess Cruises International comprised of Cunard Line, Ocean
Village, P&O Cruises, P&O Cruises (Australia), Princess Cruises, Princess Tours
and Swan Hellenic.
STUART SUBOTNICK, age 65, has been a director of Carnival Corporation since
July 1987 and a director of Carnival plc since April 2003. Mr. Subotnick has
been a general partner and the Executive Vice President of Metromedia Company
since July 1986. He is a director of Abovenet Inc., Big City Radio Inc. and
Metromedia International Group, Inc.
LAURA WEIL, age 50, has been a director of Carnival Corporation and Carnival
plc since January 2007. Ms. Weil was the Chief Operating Officer and Senior
Executive Vice President of AnnTaylor Stores Corporation, a women's apparel
company, from October 2005 to May 2006. From December 1995 to September 2005,
she was the Chief Financial Officer and Executive Vice President of American
Eagle Outfitters, Inc., a clothing retailer. She is now a retail consultant and
director of Ultra Stores Corporation, a privately held jewelry retailer.
23
UZI ZUCKER, age 71, has been a director of Carnival Corporation since July 1987
and a director of Carnival plc since April 2003. Mr. Zucker was a Senior
Managing Director of Bear, Stearns & Co. until he retired in December 2002. Mr.
Zucker is now a private investor.
PROPOSALS 2 & 3 (RESOLUTIONS 15 & 16)
RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS FOR CARNIVAL PLC AND
RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR CARNIVAL CORPORATION
The Audit Committee of the board of directors of Carnival plc has selected the
UK firm of PricewaterhouseCoopers LLP as Carnival plc's independent auditors
for the year ending November 30, 2007, subject to approval of our shareholders.
The Audit Committee of the board of directors of Carnival Corporation has
selected the U.S. firm of PricewaterhouseCoopers LLP as Carnival Corporation's
independent registered certified public accounting firm for the year ending
November 30, 2007. Representatives of both the U.S. and UK firms of
PricewaterhouseCoopers LLP will be present at the annual meetings and will have
an opportunity to make a statement if they desire to do so. Representatives of
PricewaterhouseCoopers LLP will be available to respond to appropriate
questions from shareholders.
This resolution would re-appoint PricewaterhouseCoopers LLP as the independent
auditors of Carnival plc until the conclusion of the next general meeting at
which accounts are laid. It is a requirement of Section 385(2) of the Companies
Act 1985 that Carnival plc appoint its independent auditors at a general
meeting at which accounts are laid. You are also being asked to authorize the
Audit Committee of Carnival plc to determine the remuneration of
PricewaterhouseCoopers LLP as independent auditors of Carnival plc.
Although ratification by our shareholders of the appointment of independent
certified public accountants for Carnival Corporation is not legally required,
our boards of directors believe that such action is desirable. If our
shareholders do not approve Proposal 2, the Audit Committees will consider the
selection of another accounting firm for 2007 and future years.
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE RE-APPOINTMENT OF
THE UK FIRM OF PRICEWATERHOUSECOOPERS LLP AS CARNIVAL PLC'S INDEPENDENT
AUDITORS FOR THE 2007 FISCAL YEAR, THE AUTHORIZATION OF THE AUDIT COMMITTEE OF
CARNIVAL PLC TO AGREE THE REMUNERATION OF PRICEWATERHOUSECOOPERS LLP AND THE
RATIFICATION OF THE SELECTION OF THE U.S. FIRM OF PRICEWATERHOUSECOOPERS LLP AS
CARNIVAL CORPORATION'S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR THE 2007 FISCAL YEAR.
PROPOSAL 4 (RESOLUTION 17)
RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC
The directors of Carnival plc are required by the Companies Act 1985 to present
the financial statements, the UK statutory Directors' Report and the auditors'
report relating to those accounts to the Carnival plc shareholders.
Accordingly, the directors of Carnival plc lay before the annual meetings the
Carnival plc accounts and the reports of the directors and auditors for the
financial year ended November 30, 2006, which have been approved by and signed
on behalf of Carnival plc's board of directors and will be delivered to
Companies House in the UK following the annual meetings. Shareholders are
voting to approve receipt of these documents, as UK law does not require
shareholder approval of the substance and content of these documents. The UK
statutory Directors' Report and the summary financial information for the
financial year ended November 30, 2006 are attached to this proxy statement as
Annex A. The full accounts and reports of Carnival plc will be available for
inspection prior to and during the annual meetings.
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE RECEIPT OF THE
ACCOUNTS AND REPORTS OF CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2006.
24
PROPOSAL 5 (RESOLUTION 18)
APPROVAL OF DIRECTORS' REMUNERATION REPORT
The UK Directors' Remuneration Report Regulations 2002 incorporated into the
Companies Act 1985 (the "DRR Regulations") require companies listed on the
Official List of the UK Listing Authority to prepare a directors' remuneration
report, which must be put to a shareholder vote. Shareholders are voting to
approve adoption of the Carnival plc Directors' Remuneration Report, which is
in two parts. Part I also constitutes the Report of the Compensation Committees
as required by regulations promulgated by the U.S. Securities and Exchange
Commission, and includes information that Carnival plc is required to disclose
in accordance with the DRR Regulations. Part II of the Carnival plc Directors'
Remuneration Report is set forth as Annex B to this proxy statement and
includes the additional information that Carnival plc is required to disclose
in accordance with the DRR Regulations, including information which has been
audited. UK law does not require shareholder approval of the substance and
content of the Carnival plc Directors' Remuneration Report. Accordingly,
disapproval of the Carnival plc Directors' Remuneration Report will not require
us to amend the report although under applicable UK guidelines the boards and
Compensation Committees are expected to take into account both the voting
result and the views of our shareholders in their application, development and
implementation of remuneration policies and schemes.
The Carnival plc Directors' Remuneration Report sets out the boards'
remuneration policy for the next and subsequent financial years and other
details required by the DRR Regulations and the Combined Code appended to the
Listing Rules of the UK Listing Authority (the "UK Combined Code").
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF THE
CARNIVAL PLC DIRECTORS' REMUNERATION REPORT.
PROPOSALS 6 & 7 (RESOLUTIONS 19 & 20)
APPROVAL OF LIMITS ON THE AUTHORITY TO ALLOT CARNIVAL PLC SHARES
AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC
At the last Carnival plc annual general meeting, the shareholders of Carnival
plc approved appropriate limits on the authority and power granted to directors
by Carnival plc's articles of association to allot ordinary shares of Carnival
plc and to allot shares for cash without making a pre-emptive offer to existing
shareholders. These prior authorizations lapse at the upcoming annual general
meeting.
Under Article 30 of Carnival plc's articles of association, the directors have,
for a "prescribed period," unconditional authority to allot ordinary shares in
Carnival plc up to an aggregate nominal amount known as the "Section 80
amount." The prescribed period and the Section 80 amount are approved by
shareholders passing an ordinary resolution. By passing an ordinary resolution,
shareholders are authorizing the board of Carnival plc to issue, during the
prescribed period, up to an amount of shares having an aggregate nominal value
equal to the Section 80 amount, without further shareholder approval. In the
absence of such approval, the issuance of any additional shares would require
shareholder approval.
Under Article 31, the directors have, for the same prescribed period, power to
allot ordinary shares for cash without making a pre-emptive offer to existing
shareholders up to an aggregate nominal amount known as the "Section 89
amount." The Section 89 amount is approved by shareholders passing a special
resolution. By passing a special resolution, shareholders are authorizing the
board of Carnival plc to issue, during the same prescribed period, an amount of
shares having an aggregate nominal value equal to the Section 89 amount, for
cash without first offering them to existing shareholders of Carnival plc.
Carnival Corporation's articles of incorporation do not contain provisions
similar to Articles 30 and 31 of Carnival plc's articles of association and
holders of Carnival Corporation shares do not have pre-emption rights.
Accordingly, no action is required in respect of Carnival Corporation's
authority to allot shares or to disapply pre-emption rights.
In common with many UK companies, resolutions to renew the prescribed period
and re-establish the Section 80 amount and the Section 89 amount are normally
proposed each year as the directors believe occasions may arise from time to
time when it would be beneficial for shares to be allotted and for shares to be
allotted for cash without making a pre-emptive offer. This is the purpose of
25
Resolution 19 (an ordinary resolution) and Resolution 20 (a special
resolution). As usual, the prescribed period is the period from the passing of
the resolutions until the next annual general meeting.
Guidelines issued by the Association of British Insurers, whose member
insurance companies are some of the largest institutional investors in UK
listed companies, require the Section 80 amount to be limited to the lesser of
(a) the authorized but unissued ordinary share capital and (b) one-third of the
issued ordinary share capital. By reference to Carnival plc's issued ordinary
share capital on January 31, 2007, the maximum Section 80 amount is $21,239,657
which is the nominal value of the authorized but unissued ordinary share
capital of Carnival plc and is equivalent to approximately 6% of Carnival plc's
issued share capital.
Guidelines issued by the Pre-emption Group, a group comprising representatives
of UK listed companies, investment institutions and corporate finance
practitioners and formed under the support of the LSE to monitor the operation
of the Guidelines, recommend that a resolution to disapply Section 89 of the
Companies Act 1985 should be limited to an amount of equity securities not
exceeding 5% of the nominal value of the company's issued ordinary share
capital. By reference to Carnival plc's issued ordinary share capital on
January 31, 2007, the maximum Section 89 amount is $17,688,017.
The directors have no commitment or plans to allot additional shares of
Carnival plc.
Carnival plc's authorized share capital is $375 million and (pound)100,002
divided into 225,903,614 ordinary shares of $1.66 each, two subscriber shares
of (pound)1 each, 99,998 preference shares of (pound)1 each, a special voting
share of (pound)1 and an equalization share of (pound)1. As of January 31,
2007, there were 213,108,640 ordinary shares allotted and issued. The proposals
you are voting on do not increase the authorized share capital of Carnival plc.
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF LIMITS
ON THE AUTHORITY TO ALLOT CARNIVAL PLC SHARES AND THE DISAPPLICATION OF
PRE-EMPTION RIGHTS FOR CARNIVAL PLC.
PROPOSAL 8 (RESOLUTION 21)
GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES
In October 2004, Carnival Corporation and Carnival plc announced that their
boards of directors had authorized the repurchase of up to an aggregate of $1
billion of Carnival Corporation and Carnival plc shares. That program was
completed and in June 2006 Carnival Corporation & Carnival plc announced that
their boards of directors had authorized the repurchase of up to an additional
$1 billion of Carnival Corporation and Carnival plc shares. Shareholder
approval is not required for us to buy back shares of Carnival Corporation, but
is required under the Companies Act 1985 for us to buy back shares of Carnival
plc. Accordingly, last year Carnival Corporation and Carnival plc sought and
obtained shareholder approval to effect market purchases (within the meaning of
Section 163(3) of the Companies Act 1985) of up to 10,633,211 ordinary shares
of Carnival plc (being approximately 5% of Carnival plc's ordinary shares in
issue). That approval expires at the conclusion of Carnival plc's 2007 annual
general meeting. As a result, shareholder approval to effect market purchases
of up to 10,655,432 ordinary shares of Carnival plc (being approximately 5% of
Carnival plc's ordinary shares in issue) is being sought. Under the terms of
the Equalization and Governance Agreement entered into between Carnival
Corporation and Carnival plc on formation of the DLC structure, Carnival plc is
restricted from repurchasing more than 5% of its shares in any 12 month period
from April 17, 2005 until April 17, 2008.
As of January 31, 2007, Carnival Corporation has purchased an aggregate of
26,666,649 shares of Carnival Corporation for approximately $1.2 billion, and
Carnival Investments Limited, a subsidiary of Carnival Corporation, has
purchased 650,000 shares of Carnival plc for approximately $25 million. The
boards of directors confirm that the authority to purchase Carnival plc's
shares will only be exercised after careful consideration of prevailing market
conditions and the position of Carnival plc. In particular, the program will
only proceed if we believe that it is in the best interests of Carnival
Corporation, Carnival plc and their shareholders generally. The boards of
directors are making no recommendation as to whether shareholders should sell
any shares in Carnival plc and/or Carnival Corporation.
If the boards of directors exercise the authority conferred by Proposal 8
(Resolution 21), we would have the option of holding the shares in treasury, or
canceling them. Shares held in treasury can be re-sold for cash, used for
employee share schemes or later cancelled. The boards of directors think it
prudent to maintain discretion as to dealing with the purchased shares.
The boards of directors consider that any buy back of Carnival plc may include
the purchase of its American Depositary Shares ("ADSs"), each representing one
26
ordinary share of Carnival plc, with a subsequent cancellation of the
underlying ADSs. If the underlying ADSs are so cancelled, Carnival plc will
either cancel or hold in treasury the ordinary share represented by such ADSs.
The minimum price (exclusive of expenses) which may be paid for each Carnival
plc ordinary share is $1.66, and the maximum price which may be paid is an
amount (exclusive of expenses) equal to the higher of: (i) 105% of the average
middle market quotations for an ordinary share, as derived from the LSE Daily
Official List, for the five business days immediately preceding the day on
which such ordinary share is contracted to be purchased; and (ii) that
stipulated by Article 5 of Commission Regulation (EC) of 22 December 2003 (No.
2273/2003).
As of January 31, 2007, there are options outstanding to subscribe for
3,264,249 ordinary shares and Carnival plc has issued 68,702 restricted share
units, which represent approximately 1.6% of Carnival plc's issued share
capital. If 10,655,432 ordinary shares of Carnival plc were purchased, these
options and restricted share units would represent approximately 1.6% of
Carnival plc's issued share capital.
The authority to purchase Carnival plc ordinary shares will expire at the
conclusion of the Carnival plc annual general meeting in 2008 or on October 15,
2008, whichever is earlier (except in relation to any purchases of shares the
contract for which was entered before the expiry of such authority).
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE GENERAL AUTHORITY
TO BUY BACK CARNIVAL PLC ORDINARY SHARES.
PROPOSAL 9 (RESOLUTION 22)
APPROVAL OF ELECTRONIC COMMUNICATIONS WITH CARNIVAL PLC SHAREHOLDERS
Carnival plc believes it is in its best interests to take advantage of new
Companies Act 2006 rules for communications between companies, shareholders and
others that came into effect on January 20, 2007.
The key change made by the Companies Act 2006 is that shareholders are assumed
to have agreed to Carnival plc publishing documents and information on a
website in lieu of delivering paper copies of the materials to the shareholders
if certain conditions are met and procedures followed. Shareholders can,
however, ask for a hard copy of any document at any time.
One of the conditions is that Carnival plc's shareholders have adopted a
resolution permitting Carnival plc to send or supply documents or information
to shareholders by making them available on a website. Such approval covers all
documents or information that Carnival plc may send to shareholders. This
includes, but is not limited to, annual accounts and reports, summary financial
statements, notices of general meetings and any documents which Carnival plc is
required to send to shareholders under the Financial Services Authority's
Listing Rules or other rules to which Carnival plc is subject. The resolution
supersedes any inconsistent provision in Carnival plc's articles of
association.
If the resolution is passed, Carnival plc will ask each shareholder
individually to agree that Carnival plc may send or supply documents or
information by means of a website. The request will explain that, if Carnival
plc has not received a response from the shareholder within 28 days, the
shareholder will be deemed to have agreed. The request will be sent to all
shareholders.
Even if a shareholder fails to respond, and is deemed to have agreed to website
publication, he or she can ask for a hard copy of any document from Carnival
plc at any time. Carnival plc will send the copy free of charge within 21 days
of receiving the request.
Carnival plc will notify shareholders when a document or information is made
available on the website. Shareholders may choose to receive this notification
in hard copy or by e-mail.
27
The new arrangements are expected to save considerable administrative, printing
and postage costs, while preserving shareholders' rights to receive hard copy
documents if they wish.
Accordingly, shareholder approval permitting Carnival plc to send or supply
documents or information to shareholders by making them available on a website
is being sought.
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF
ELECTRONIC COMMUNICATIONS WITH CARNIVAL PLC SHAREHOLDERS.
28
BOARD STRUCTURE AND COMMITTEE MEETINGS
INDEPENDENCE OF BOARD MEMBERS
The boards of directors have determined that each of the following directors is
an "independent director" in accordance with the corporate governance rules of
the NYSE as a result of having no material relationship with Carnival
Corporation & plc other than (1) serving as a director and board committee
member, (2) receiving related fees as disclosed in this proxy statement and (3)
having beneficial ownership of Carnival Corporation and/or Carnival plc
securities as disclosed in the section of this proxy statement entitled "STOCK
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT": Ambassador Richard G.
Capen, Jr., Arnold W. Donald, Richard J. Glasier, Baroness Hogg, Modesto A.
Maidique, Sir John Parker, Stuart Subotnick, Laura Weil and Uzi Zucker.
BOARD MEETINGS
During the year ended November 30, 2006, the board of directors of each of
Carnival Corporation and Carnival plc held a total of nine meetings and acted
on one occasion by unanimous written consent. Each Carnival Corporation
director and each Carnival plc director attended either telephonically or in
person at least 75% of all Carnival Corporation & plc board of directors and
applicable committee meetings.
Our Corporate Governance Guidelines provide that our non-management directors
will meet privately in executive session at least quarterly. Since Mr.
Lanterman served as our consultant, he did not participate in the executive
sessions. All of our other non-management directors, acting in executive
session, elected Stuart Subotnick as the Presiding Director to preside at these
meetings. Mr. Subotnick also acts as the senior independent director under the
UK Combined Code.
All board members are expected to attend our annual meetings of shareholders.
At the 2006 annual meetings, all of the board members of each company were in
attendance except for Laura Weil who was not a board member at that time.
BOARD COMMITTEES
The board of directors of each of Carnival Corporation and Carnival plc has
established standing Audit; Compensation; Executive; Health, Environmental,
Safety & Security ("HESS"); and Nominating & Governance Committees, which are
comprised of the same directors for each company. A majority of the directors
of each company and all of the members of the Audit Committee, Compensation
Committee, HESS Committee and Nominating & Governance Committee of each company
are independent (as defined by the listing standards of the NYSE and the UK
Combined Code).
The membership and function of each committee is described below. The Corporate
Governance Guidelines and copies of the charters of the Audit, Compensation,
HESS and Nominating & Governance Committees are available on our website at
www.carnivalcorp.com or www.carnivalplc.com and are available in print to any
shareholder upon request. Each committee will periodically review its charter
in light of new developments in applicable regulations and may make additional
recommendations to the boards to reflect evolving best practices.
Additional information with respect to Carnival plc's corporate governance
practices during the 2006 financial year is included in the Carnival plc
Corporate Governance Report attached to this proxy statement as Annex C.
- -----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF MEETINGS/
NAME OF COMMITTEE CONSENT ACTIONS IN
AND MEMBERS FUNCTIONS OF THE COMMITTEE FISCAL 2006
- -----------------------------------------------------------------------------------------------------------------------------------
o Inspects the work and written reports of our
AUDIT: internal audit department 12
Richard J. Glasier, Chair o Reviews submissions from independent auditors
Richard G. Capen, Jr. o Selects independent auditors and approves fees
Modesto A. Maidique for audit and non-audit services
Stuart Subotnick o Assists board oversight of:
Laura Weil* -- the integrity of our financial statements;
* APPOINTED ON JANUARY 22, 2007.
29
- -----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF MEETINGS/
NAME OF COMMITTEE CONSENT ACTIONS IN
AND MEMBERS FUNCTIONS OF THE COMMITTEE FISCAL 2006
- -----------------------------------------------------------------------------------------------------------------------------------
-- our compliance with legal and regulatory
requirements;
-- the independent auditors' qualifications and
independence; and
-- the performance of the internal audit function
and the independent auditors
o Prepares the report of the Audit Committees to be
included in our proxy statement
COMPENSATION: o Discharges the board's responsibilities relating 6
Arnold W. Donald, Chair to the compensation of independent directors and
Richard J. Glasier executive officers
Baroness Sarah Hogg o Administers stock incentive plans
o Approves grants of stock, restricted share units
and option awards
o Prepares the annual report on executive compensation
to be included in our proxy statement
o Makes recommendations to the board with respect
to incentive compensation and equity-based plans
EXECUTIVE: o Exercises the authority of the full board of 9
Micky Arison, Chair directors in between board meetings
Howard S. Frank
Uzi Zucker
HESS (established April 20, 2006): o Reviews and recommends policies relative to the 2
Sir John Parker, Chair protection of the environment and the health, safety
Arnold W. Donald and security of employees, contractors, customers
Baroness Sarah Hogg and the public
o Supervises and monitors health, environmental, safety
and security policies and programs.
o Reviews with management significant risks or exposures
and actions required to minimize such risks
NOMINATING & o Develops and recommends to the boards Corporate 4
GOVERNANCE: Governance Guidelines reflecting the requirements
Uzi Zucker, Chair applicable to companies listed for trading on the
Sir John Parker NYSE and the LSE
Stuart Subotnick o Identifies individuals qualified to become board
members
o Recommends to the boards the director nominees for
the next annual meetings of shareholders
o Recommends to the boards director nominees for
each committee
o Assists the boards with such other matters as may
be set forth in its charter from time to time
30
CORPORATE GOVERNANCE GUIDELINES
Our Corporate Governance Guidelines address various governance issues and
principles, including director qualifications and responsibilities, access to
management personnel, director compensation, director orientation and
continuing education and annual performance evaluations of the boards and
directors. Our Corporate Governance Guidelines are posted on our website at
www.carnivalcorp.com or www.carnivalplc.com.
NOMINATIONS OF DIRECTORS
Carnival Corporation and Carnival plc are two separate legal entities and,
therefore, each has a separate board of directors, each of which in turn has
its own Nominating & Governance Committee. As the DLC structure requires that
there be identical boards of directors, the Nominating & Governance Committees
make one set of determinations in relation to both companies.
The Nominating & Governance Committees actively seek individuals qualified to
become board members and recommend to the boards the nominees to stand for
election as directors at the annual meetings of shareholders or, if applicable,
at a special meeting of shareholders.
When evaluating prospective candidates for director, regardless of the source
of the nomination, the Nominating & Governance Committees will consider, in
accordance with their charter, such factors, as they deem appropriate,
including:
o the candidate's judgment;
o the candidate's skill;
o diversity considerations;
o the candidate's experience with businesses and other organizations of
comparable size;
o the interplay of the candidate's experience with the experience of other
board members; and
o the extent to which the candidate would be a desirable addition to the
boards and any committees of the boards.
The Nominating & Governance Committees will also use their best efforts to seek
to ensure that the composition of the boards at all times adheres to the
independence requirements applicable to companies listed for trading on the
NYSE and the LSE. The Nominating & Governance Committees may consider
candidates proposed by management, but are not required to do so. Other than
the foregoing, there are no stated minimum criteria for director nominees.
The Nominating & Governance Committees identify nominees by first evaluating
the current members of the boards willing to continue in service. Current
members of the boards with skills and experience that are relevant to our
business and who are willing to continue in service are considered for
re-nomination, balancing the value of continuity of service by existing members
of the boards with that of obtaining a new perspective. If any member of the
boards does not wish to continue in service or if the Nominating & Governance
Committees or the boards decide not to re-nominate a member for re-election,
the Nominating & Governance Committees identify the desired skills and
experience of a new nominee in light of the criteria above. Current members of
the Nominating & Governance Committees and the boards are polled for
suggestions as to individuals meeting the criteria of the Nominating &
Governance Committees. The Nominating and Governance Committees may engage a
third party search firm to identify or evaluate or assist in identifying
potential nominees. Laura Weil, who was appointed to the boards of directors in
January 2007, was recommended to the Nominating & Governance Committee by a
non-management director.
PROCEDURES REGARDING DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS
The Nominating & Governance Committees will also consider shareholder
recommendations of qualified director nominees when such recommendations are
submitted in accordance with the procedures below. In order to have a nominee
considered by the Nominating & Governance Committees for election at the 2008
annual meetings, a shareholder must submit its recommendation in writing to the
attention of our Secretary at our headquarters not later than November 9, 2007.
Any such recommendation must include:
31
o the name and address of the candidate;
o a brief biographical description, including his or her occupation for at
least the last five years, and a statement of the qualifications of the
candidate, taking into account the qualification requirements set forth
above; and
o the candidate's signed consent to serve as a director if elected and to be
named in the proxy statement.
Once we receive the recommendation, we will deliver to the candidate a
questionnaire that requests additional information about the candidate's
independence, qualifications and other matters that would assist the Nominating
& Governance Committees in evaluating the candidate, as well as certain
information that must be disclosed about the candidate in our proxy statement
or other regulatory filings, if nominated. Candidates must complete and return
the questionnaire within the time frame provided to be considered for
nomination by the Nominating & Governance Committees.
COMMUNICATIONS BETWEEN SHAREHOLDERS AND THE BOARDS
Shareholders who wish to communicate with the boards should address their
communications to the attention of the Secretary of Carnival Corporation and
Carnival plc at 3655 N.W. 87th Avenue, Miami, Florida 33178. The Secretary will
maintain a log of all such communications, promptly forward to the Presiding
Director those which the Secretary believes require immediate attention, and
also periodically provide the Presiding Director with a summary of all such
communications and any responsive actions taken. The Presiding Director will
notify the boards or the chairs of the relevant board committees as to those
matters that he believes are appropriate for further action or discussion.
COMMUNICATIONS WITH THE PRESIDING DIRECTOR
Interested parties who wish to communicate with the Presiding Director should
address their communications to the attention of Stuart Subotnick at 3655 N.W.
87th Avenue, Miami, Florida 33178. The Presiding Director will notify the
boards or the chairs of the relevant board committees as to those matters that
he believes are appropriate for further action or discussion.
CODE OF BUSINESS CONDUCT AND ETHICS
Carnival Corporation and Carnival plc's Code of Business Conduct and Ethics
applies to all employees and members of the boards of Carnival Corporation and
Carnival plc. Our Code of Business Conduct and Ethics is posted on our website
at www.carnivalcorp.com or www.carnivalplc.com and is available in print to any
shareholder who requests it. The Code of Business Conduct and Ethics may be
amended periodically to remain in line with best practices.
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Our non-employee directors are entitled to receive an annual retainer of
$40,000 per year, an attendance fee per board meeting of $5,000 ($2,000 if
meeting attended by telephone), equity compensation in the form of options to
acquire shares of Carnival Corporation common stock, restricted shares or
restricted share units, as further described below, and reimbursement for
travel, meals and accommodation expenses attendant to their board membership.
In certain circumstances, we request that the directors' spouses attend a
special event and we reimburse the directors for travel expenses incurred. In
addition, non-employee directors receive additional compensation for serving as
chairman or a member of a board committee, as follows:
----------------------- --------------------------
RETAINER ATTENDANCE FEE
----------------------- --------------------------
CHAIR MEMBER IN PERSON BY TELEPHONE
-------- -------- --------- ------------
Audit Committees............................. $ 15,000 $ 7,500 $ 3,000 $ 1,500
All other Committees......................... $ 7,500 $ 3,750 $ 2,500 $ 1,250
For purposes of calculating fees, a board or committee meeting of Carnival
Corporation and a concurrent or related board or committee meeting of Carnival
plc constitute a single meeting. Directors who are employed by us or our
subsidiaries or acting as our consultants do not receive any additional
compensation for their board activities.
32
During fiscal 2006, each non-executive director received an award representing
10,000 "points" under the Amended and Restated Carnival Corporation 2001
Outside Director Stock Plan, with the exception of A. Kirk Lanterman who served
as our consultant, did not participate. Each option to purchase a share of
Carnival Corporation common stock represents one point and each Carnival
Corporation restricted share or restricted share unit represents four points.
At the discretion of the Compensation Committees, an award may be composed of
options, restricted shares, restricted share units or a combination thereof.
During fiscal 2006, the following awards were made to non-executive directors:
- -------------------------------------------------------------------------------
NUMBER OF
NUMBER OF RESTRICTED SHARES/
NON-EXECUTIVE DIRECTOR OPTIONS RESTRICTED SHARE UNITS
- -------------------------------------------------------------------------------
Richard G. Capen, Jr. 10,000 --
Arnold W. Donald 5,000 1,250
Richard J. Glasier 10,000 --
Baroness Hogg -- 2,500
Modesto A. Maidique 10,000 --
Sir John Parker -- 2,500
Stuart Subotnick -- 2,500
Uzi Zucker 10,000 --
The exercise price for the options is $47.83, being the average of the high and
low market prices of Carnival Corporation common stock on the date of grant.
The options, restricted shares and restricted share units vest ratably over a
five-year period. The options, restricted shares and restricted share units
shall also vest in full upon the death or disability of the director, and shall
continue to vest in accordance with the original five-year vesting schedule and
are not forfeited if a director ceases to be a director for any other reason
after serving as a director for at least one year. The options expire on the
10th anniversary of the grant date.
The following policies also apply to our non-executive directors:
o STOCK OWNERSHIP GUIDELINES. All non-executive directors should own at
least 5,000 shares (inclusive of unvested restricted shares, restricted
share units and shares in a trust beneficially owned by the director) of
either Carnival Corporation common stock or Carnival plc ordinary shares.
The boards have mandated that all directors serving in 2006 achieve this
guideline by October 2007. New directors must achieve this guideline no
later than two years from the date of their initial election to the boards
by the shareholders.
o PRODUCT FAMILIARIZATION. All non-executive directors are encouraged to
take a cruise for up to 14 days per year for product familiarization and
pay a fare of $35 per day for such cruises. Guests traveling with the
non-executive director in the same stateroom will each be charged a fare
of $35 per day. All other charges associated with the cruise (e.g., air
fares, government fees and taxes, gratuities, ground transfers, tours,
etc.) are the responsibility of the non-executive director.
CARNIVAL PLC
Additional information with respect to Carnival plc's compensation and
reimbursement practices during fiscal 2006 for non-employee directors is
included in Part II of the Carnival plc Directors' Remuneration Report, which
is attached as Annex B to this proxy statement.
33
EXECUTIVE COMPENSATION
Although Carnival Corporation and Carnival plc are two separate entities with
separate officers, our business is run by a single management team. The
following table sets forth all compensation awarded to, earned by, or paid to
our Chief Executive Officer and our four other most highly compensated
executive officers (each of whom are also members of our boards of directors)
for the years ended November 30, 2006, 2005 and 2004.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS PAYOUTS
---------------------------------------- ------------------------- -----------
NUMBER OF
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP
NAME AND PRINCIPAL COMPENSATION AWARDS($) OPTIONS PAYOUTS ALL OTHER
POSITION YEAR SALARY($) BONUS ($) ($)(1) (2)(3)(4) (#)(4)(5) ($) COMPENSATION($)
- -----------------------------------------------------------------------------------------------------------------------------------
Micky Arison 2006 850,000 2,600,000 497,700 3,180,800 120,000 -- --
Chairman and 2005 800,000 2,900,000 (6) 423,600 3,218,400 120,000 -- --
CEO 2004 700,000 2,400,000 (6) 389,500 3,475,200 120,000 -- --
Howard S. Frank 2006 750,000 2,500,000 437,700 2,609,000 100,000 -- --
Vice Chairman 2005 700,000 2,800,000 198,300 2,682,000 100,000 -- --
and COO 2004 600,000 2,300,000 193,400 2,896,000 100,000 -- --
Robert H. Dickinson 2006 763,000 1,118,661 (7) 160,900 1,524,000 80,000 -- --
President and CEO 2005 741,000 1,594,400 (7) 160,100 2,070,400 80,000 -- --
of Carnival Cruise 2004 400,000 1,393,200 (7) 137,600 1,849,200 80,000 -- --
Lines
Peter G. Ratcliffe 2006 1,150,000 934,500 (8) 62,000 * * 746,439 (10) 30,236 (11)
CEO of P&O 2005 1,100,000 902,000 (8) 56,900 1,420,300 (9) 50,000 -- 67,000 (11)
Princess Cruises 2004 1,100,000 814,000 (8) 60,500 1,393,200 (9) 50,000 -- 66,700 (11)
International
Pier Luigi Foschi 2006 1,139,175 (12) 1,246,568 (13) 266,400 * * -- --
Chairman and 2005 1,097,000 (12) 979,400 (13) 237,100 543,600 (14) 50,000 (15) -- --
CEO of Costa 2004 981,000 (12) 1,033,000 (13) 150,000 -- (15) -- --
- ------------
* The 2006 share awards anticipated to be made to Messrs. Ratcliffe and
Foschi have not been finally determined at the time this preliminary proxy
statement was filed.
(1) This column includes our aggregate incremental cost of providing
perquisites and personal benefits to the named executive officers. The
amounts of personal benefits shown in this column for fiscal 2006 that
represent more than 25% of the applicable executive's total Other Annual
Compensation include: personal use of the Carnival Corporation aircraft of
$343,811 to Mr. Arison and $321,402 to Mr. Frank; personal air travel of
$89,818 to Mr. Dickinson; private club membership of $18,518 to Mr.
Ratcliffe; and living accommodations of $142,179 to Mr. Foschi.
(2) Represents the value, based on the closing market price of Carnival
Corporation common stock on the NYSE or Carnival plc ordinary shares on
the LSE on the date of grant. As of November 30, 2006, Messrs. Arison,
Frank and Dickinson held 300,000 shares, 290,000 shares and 264,000 shares
of restricted Carnival Corporation common stock, respectively. As of
November 30, 2006, Mr. Ratcliffe held 10,000 shares of restricted Carnival
Corporation common stock and 20,000 restricted share units. As of November
30, 2006, Mr. Foschi did not own any shares of restricted Carnival
Corporation common stock or RSUs but owned 10,000 Carnival plc restricted
share units. At November 30, 2006, based on the closing price of Carnival
Corporation common stock and Carnival plc ordinary shares on such date of
$48.99 and (pound)34.75 per share, respectively, such restricted shares of
common stock and restricted share units owned by Messrs. Arison, Frank,
Dickinson, Ratcliffe and Foschi had a value of $14,697,000, $14,207,100,
$12,933,360, $1,469,700 and $482,625, respectively (based on the November
30, 2006 exchange rate of $1.95:(pound)1). Generally, the restricted
shares will continue to vest following retirement after a certain age.
Except for the restricted shares owned by Mr. Ratcliffe, the restricted
shares of Carnival Corporation common stock held by such executive
officers have the same rights with respect to dividends and other
distributions as all other outstanding shares of Carnival Corporation
common stock.
(3) Except as otherwise indicated, represents restricted shares and restricted
share units in respect of Carnival Corporation common stock. No stock
appreciation rights were granted to any of the named executive officers.
(4) In certain instances, restricted shares, restricted share units and/or
options are granted to executive officers during the subsequent fiscal
year in recognition of services rendered during the prior fiscal year.
(5) Except as otherwise indicated, represents options in respect of Carnival
Corporation common stock.
(6) Pursuant to Mr. Arison's request, Carnival Corporation donated $2.5
million of Mr. Arison's 2005 bonus to the Partnership for Recovery, Inc.,
Florida Hurricane Relief Fund, Save the Children and My Key West Emergency
Relief Fund established by the Community Foundation of the Florida Keys to
aid in hurricane relief efforts. The entire amount of Mr. Arison's 2004
bonus was donated to the American Red Cross International Response Fund,
the U.S. Fund for UNICEF and Save the Children Asia Earthquake/Tsunami
Relief Fund to aid in the tsunami relief efforts in Asia and Africa.
(7) Represents amounts payable to Mr. Dickinson pursuant to the Carnival
Cruise Lines Management Incentive Plan (or its predecessors, as
applicable) pursuant to which key management employees of Carnival Cruise
Lines participate in a bonus pool primarily based on Carnival Cruise
Lines' return on invested capital.
(8) Represents cash amounts payable to Mr. Ratcliffe under his employment
agreement pursuant to which he receives a bonus contingent upon the net
income of certain specified cruise and tour brands, consisting of Cunard
Line, Ocean Village, P&O Cruises, P&O Cruises (Australia), P&O Travel,
Princess Cruises, Princess Tours and Swan Hellenic units. The cash amount
represents 50% of Mr. Ratcliffe's bonus, the other 50% of which is payable
in shares of Carnival plc pursuant to the Carnival plc Deferred Bonus and
Co-Investment Matching Plan (the "Deferred Bonus Plan") described in note
(9) below.
34
(9) Represents (a) the value of 10,000 shares of restricted Carnival
Corporation common stock or restricted share units, based on the closing
market price of Carnival Corporation common stock on the NYSE on the date
of grant, and (b) the value of awards over shares in Carnival plc in
respect of 50% of Mr. Ratcliffe's annual bonus described in note (8)
above. Pursuant to the terms of the Deferred Bonus Plan, 50% of Mr.
Ratcliffe's bonus is payable in the form of a conditional right to receive
Carnival plc shares after a three-year retention period. As of November
30, 2006, Mr. Ratcliffe held 40,228 share awards under the Deferred Bonus
Plan, which were granted in respect of his 2003, 2004 and 2005 bonuses. At
November 30, 2006, based on the closing price of Carnival plc ordinary
shares on such date of (pound)24.75, such 40,228 restricted shares had a
value of (pound)995,643 (or $1,941,504 based on the November 30, 2006
exchange rate of $1.95:(pound)1), which shares have the right to dividends
during the retention period.
(10) Represents the value of 13,732 Carnival plc ordinary shares at the
February 23, 2006 closing price of (pound)31.24 (based on the February 23,
2006 exchange rate of $1.74:(pound)1) acquired by Mr. Ratcliffe on
February 23, 2006 upon the distribution of the matching award and
accumulated dividend under the Deferred Bonus Plan in respect of the bonus
granted to him by P&O Princess Cruises plc in 2003.
(11) Represents employer contributions made on behalf of Mr. Ratcliffe under
the Princess Cruises Retirement Savings Plan in the amount of $12,300,
$12,600 and $11,260 in fiscal 2004, 2005 and 2006, respectively, and
employee contributions made by Carnival plc on behalf of Mr. Ratcliffe
under the P&O Princess Cruises Pension Scheme in the amount of $54,400,
$54,400 and $18,976 in fiscal 2004, 2005 and 2006, respectively, future
accrual of which ceased effective April 5, 2006.
(12) Mr. Foschi's compensation was payable in euro. His base salary has been
translated into U.S. dollars at the average exchange rate of the dollar
for the 2004 fiscal year of $1.235:(euro)1, 2005 fiscal year of
$1.258:(euro)1 and 2006 fiscal year of $1.245:(euro)1.
(13) Represents amounts payable to Mr. Foschi under an agreement pursuant to
which he receives a base bonus (which was (euro)669,000 in 2006 and 2005
and (euro)440,000 in 2004) plus additional amounts based on the percentage
increase in consolidated net income of Costa. His bonus has been
translated into U.S. dollars at the exchange rate of $1.22:(euro)1 for
2005 and $1.30:(euro)1 for 2006, being the exchange rates on the date his
bonus was approved by the Compensation Committees.
(14) Represents the value of restricted share units granted to Mr. Foschi based
on the closing price of Carnival plc ordinary shares on the LSE on the
date of grant translated into U.S. dollars at the exchange rate of
$1.74:(pound)1 for fiscal 2005.
(15) Following the legal transfer of Costa from Carnival Corporation to
Carnival plc in December 2003, the Costa employees participating in the
Carnival Corporation 2002 Stock Plan and Carnival Corporation would have
faced significant negative tax consequences under Italian law if the
employees retained their options. Accordingly, in February 2004, the
Compensation Committees accelerated the vesting of all Carnival
Corporation options granted to Costa employees and approved a general
exceptional grant of share options under Carnival plc's Executive Share
Option Plan to replace the Carnival Corporation options. Mr. Foschi
received options over 200,000 Carnival plc ordinary shares as part of this
general exceptional grant, being the number of Carnival Corporation stock
options he had outstanding at the time of the transfer of Costa.
In October 2004, Mr. Foschi received an option over 58,264 Carnival plc
ordinary shares which replaced the value of a grant of 10,000 restricted
shares of Carnival Corporation originally granted on January 30, 2004. The
restricted shares were rescinded because of significant negative tax
consequences under Italian law if Mr. Foschi retained shares. Mr. Foschi
was also granted an option over 28,800 Carnival plc ordinary shares as
part of a wider grant of options to Costa employees. Due to limitations
under Carnival plc's Executive Share Option Plan, we were unable to grant
Mr. Foschi the 50,000 annual grant of options that were historically
granted to him. Accordingly, when our shareholders approved the adoption
of the Carnival plc 2005 Employee Share Plan in April 2005, the
Compensation Committees granted Mr. Foschi an additional option over
21,200 Carnival plc ordinary shares.
In October 2005, the Compensation Committees granted Mr. Foschi an option
over 40,000 Carnival plc ordinary shares in lieu of the 10,000 restricted
shares he historically would have received in 2004.
Additional information with respect to Carnival plc's compensation and
reimbursement practices during fiscal 2006 for non-employee (or non-executive)
directors is included in Part II of the Carnival plc Directors' Remuneration
Report, which is attached as Annex B to this proxy statement.
35
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth all stock options granted to our Chief Executive
Officer and our four other most highly compensated executive officers during
fiscal 2006.
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES UNDERLYING OPTIONS GRANTED EXERCISE OR GRANT DATE
OPTIONS GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME (#)(1)(2) FISCAL YEAR (3) PRICE ($/SH) (4) DATE ($)(5)
- -------------------- --------------------- ----------------- ---------------- ------------ ---------------
Micky Arison 120,000 5.01% 47.830 10/16/2013 1,470,000
Howard S. Frank 100,000 4.17% 47.830 10/16/2013 1,225,000
Robert H. Dickinson 80,000 3.34% 38.460 08/01/2013 734,400
Peter G. Ratcliffe 50,000 2.09% 51.375 02/21/2013 622,500
Pier Luigi Foschi 50,000 2.09% 55.645 02/21/2013 608,000
- --------------
(1) Represents options granted in respect of Carnival Corporation common
stock, except for options granted to Mr. Foschi which are in respect of
Carnival plc ordinary shares. No stock appreciation rights were granted to
the executive officers in fiscal 2006.
(2) Subject to accelerated vesting upon the death or disability of the option
holder, each option is exercisable in amounts equal to 20% of the
aggregate number of shares underlying the option, on the first through
fifth anniversaries of the grant date. Generally, the options will
continue to vest and are not forfeited following retirement.
(3) Represents the percent of the aggregate of Carnival Corporation and
Carnival plc options granted.
(4) Except in the case of options granted to Mr. Foschi, represents fair
market value of Carnival Corporation common stock at date of grant. In the
case of options granted to Mr. Foschi, represents average of the middle
market quotations of Carnival plc ordinary shares over the 30-day period
preceding the date of the grant, which was higher than the middle market
quotation of such share on the date of grant. The exercise price for the
Carnival plc options granted on February 21, 2006 is (pound)31.98. These
amounts have been converted to U.S. dollars based on the grant date
exchange rate of $1.74:(pound)1.
(5) The Black-Scholes option pricing model was chosen to estimate the Grant
Date Present Value set forth in this table of (a) the Carnival Corporation
options at $12.45 per share at February 21, 2006, $9.18 per share at
August 1, 2006 and $12.25 per share at October 16, 2006 and (b) the
Carnival plc options at $12.16 per share at February 21, 2006. Our use of
this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option models require a prediction about the
future movement of the stock price. Several factors impact the expected
option life, including the vesting schedule of the options. All of the
options described above lapse on the seventh anniversary of the grant
date. In addition, all of the options described above vest ratably over
five years. Accordingly, the Grant Date Present Values presented in the
table were determined in part using the following assumptions:
CARNIVAL CORPORATION CARNIVAL PLC
---------------------------------------------------------- -----------------
FEBRUARY 21, 2006 AUGUST 1, 2006 OCTOBER 16, 2006 FEBRUARY 21, 2006
----------------- -------------- ---------------- -----------------
Expected volatility............... 26.50% 29.50% 30.25% 26.50%
Risk free interest rate........... 4.46% 4.72% 4.64% 4.21%
Expected dividend yield........... 2.20% 3.25% 2.74% 2.20%
Expected option life.............. 4.75 years 4.75 years 4.75 years 4.75 years
The real value of the options in this table depends upon the actual
performance of Carnival Corporation common stock and Carnival plc ordinary
shares, as applicable, during the respective period and upon when they are
exercised. The approach used in developing the assumptions upon which the
Black-Scholes valuation was done is consistent with the requirements of
Statement of Financial Accounting Standards No. 123 (revised 2004),
"Share-Based Payment."
36
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES(1)
The following table provides information on the values of the exercised and
unexercised options held by our Chief Executive Officer and our four other most
highly compensated executive officers at November 30, 2006.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END (#) FISCAL YEAR END ($)
------------------------------- ------------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE(#)(1) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- ----------------- ------------ ----------- ------------- ----------- -------------
Micky Arison -- -- 936,000 384,000 13,926,030(2) 1,985,520(2)
Howard S. Frank 440,000 11,680,273 340,000 320,000 2,262,650(2) 1,654,600(2)
Robert H. Dickinson 176,000 3,371,480 240,000 224,000 1,812,200(2) 1,398,560(2)
Peter G. Ratcliffe -- -- 30,000 120,000 101,600(2) 152,400(2)
51,188(3) 1,236,947 0 0 0 0
Pier Luigi Foschi -- -- 108,000(4) 290,264(4) 0(5) 0(5)
- --------------
(1) Except as otherwise indicated, represents options granted in respect of
Carnival Corporation common stock. No stock appreciation rights are held
by any of the named executive officers.
(2) The value of the unexercised options is based upon the difference between
the exercise price and the average of the high and low market prices of
Carnival Corporation common stock on November 30, 2006 of $48.69.
(3) Represents stock options granted in respect of Carnival plc ADSs, each
representing one ordinary share of Carnival plc.
(4) Represents stock options granted in respect of Carnival plc ordinary
shares.
(5) Based upon the difference between the exercise price and the mid-market
price of Carnival plc ordinary shares on November 30, 2006 of (pound)24.75
(or $48.26 based on an exchange rate of $1.95:(pound)1), there were no
in-the-money options held by Mr. Foschi.
Additional information with respect to option values for the directors of
Carnival plc for the financial year ended November 30, 2006 is included in Part
II of the Carnival plc Directors' Remuneration Report, which is attached as
Annex B to this proxy statement.
COMPENSATION AGREEMENTS
2007 BASE SALARIES
On January 22, 2007, the Compensation Committee approved the annual base
salaries payable to the named executive officers effective as of December 4,
2006 as follows:
NAME 2007 BASE SALARY
------------------ ----------------
Micky Arison $ 850,000
Howard S. Frank $ 750,000
Robert H. Dickinson $ 763,000
Peter G. Ratcliffe $1,150,000
Pier Luigi Foschi $1,189,500 (1)
- ------------
(1) Mr. Foschi's compensation is payable in euro. His base salary of
(euro)915,000 (which is unchanged from his 2006 base salary) has been
translated into U.S. dollars at the January 22, 2007 exchange rate of
$1.30:(euro)1.
EXECUTIVE LONG-TERM COMPENSATION AGREEMENTS
Carnival Corporation has entered into Executive Long-Term Compensation
Agreements (the "Compensation Agreements") with Micky Arison, its Chairman of
the Board and Chief Executive Officer, Howard S. Frank, its Vice Chairman of
the Board and Chief Operating Officer, and Robert H. Dickinson, President and
Chief Executive Officer of Carnival Cruise Lines (each an "Officer"). The
Compensation Agreements provide that during the term of such Officer's
employment, Carnival Corporation will provide long-term compensation (in
addition to his annual compensation consisting of a base salary and annual
bonus, which in the case of Mr. Dickinson is awarded under the Carnival Cruise
Lines Management Incentive Plan) in the form of annual grants to each Officer,
contingent upon satisfactory performance by the Officer, as follows: Mr.
Arison, 60,000 restricted shares of common stock and 120,000 options to
purchase common stock; Mr. Frank, 50,000 restricted shares of common stock and
100,000 options to purchase common stock; and Mr. Dickinson, 40,000 restricted
shares of common stock and 80,000 options to purchase common stock.
37
The options vest in five equal annual installments beginning one year from the
date of grant, and the restricted shares of common stock cliff vest five years
from the date of grant. Unvested options and restricted shares of common stock
are forfeited if an Officer's employment is terminated for cause, if he engages
in competition with Carnival Corporation or if he violates the nondisclosure
provisions of the Compensation Agreement, or if the Officer resigns prior to
attaining a specified age other than as a result of a terminal medical
condition.
EMPLOYMENT AGREEMENT
Peter G. Ratcliffe has entered into an employment agreement under which he acts
as Chief Executive Officer of P&O Princess Cruises International responsible
for the Cunard Line, Ocean Village, P&O Cruises, P&O Cruises (Australia),
Princess Cruises, Princess Tours and Swan Hellenic units (the "Covered
Operations"). Mr. Ratcliffe's base salary is $1.15 million, with an annual
bonus based on a specified percentage of the adjusted net income from the
Covered Operations. Fifty percent of the annual bonus is payable in cash, with
the remaining 50% payable in the form of a right to receive shares in Carnival
plc after a retention period of three years pursuant to the terms of the
Deferred Bonus Plan. The employment agreement provides that Carnival
Corporation will provide Mr. Ratcliffe an annual grant of options to purchase
50,000 shares of Carnival Corporation common stock, contingent upon his
satisfactory performance. The options vest in five equal annual installments
beginning one year from the date of grant. Unvested options are forfeited if
Mr. Ratcliffe's employment is terminated for cause or because he is in material
violation of the non-competition, non-disclosure or intellectual property
provisions of his employment agreement.
Mr. Ratcliffe is also entitled to certain fringe benefits available to other
senior executives as well as participation in the P&O Princess Cruises Pension
Scheme and the Princess Cruises Chief Executive Officer Supplemental Executive
Retirement Plan.
If Mr. Ratcliffe's employment agreement is terminated by Carnival plc without
"cause" or is terminated by Mr. Ratcliffe with "good reason" (as such terms are
defined in the employment agreement), Mr. Ratcliffe is entitled to compensation
equal to his base salary and a bonus equal to the bonus paid the year prior to
termination payable in monthly installments. He is also entitled continuation
for 12 months of certain other benefits unless and until Mr. Ratcliffe becomes
eligible for similar benefits from another employer prior to the expiration of
12 months from the date of termination. If Mr. Ratcliffe's employment is
terminated for cause, he terminates his employment agreement without good
reason or he materially breaches the non-disclosure or intellectual property
provisions of the employment agreement, no additional compensation is due. In
the event of termination for reasons other than for cause, Mr. Ratcliffe
retains his share awards received under the Deferred Bonus Plan for the full
retention period, subject to certain exceptions.
SERVICE AGREEMENT
In February 2005, Costa entered into a service agreement with Mr. Foschi under
which he acts as its chairman and chief executive officer. Mr. Foschi's base
salary is (euro)915,000 (which may be subject to increases and includes
non-competition compensation of (euro)115,000 per year)), a guaranteed base
bonus of (euro)669,000 plus additional amounts based on the compounded
year-over-year percentage increases in consolidated net income of Costa from
the base year (limited to an increase of 20% per year), and certain fringe
benefits (including a company car and living accommodations). The service
agreement also contains confidentiality provisions.
The original one-year term of Mr. Foschi's service agreement is automatically
renewed for an additional year unless either party provides the other with 60
days notice of an intention not to renew. If the agreement is terminated by
Costa for reasons other than Mr. Foschi's breach of his obligations under the
agreement or because Mr. Foschi is revoked as a director of Costa for cause, or
if Mr. Foschi resigns with cause under Italian law or as a result of a change
of control of Costa, Mr. Foschi is entitled to a termination payment equal to
his annual base salary, the annual non-competition compensation and a bonus
equal to the bonus paid the year prior to termination (unless in the case of a
change of control an alternative contractual arrangement is entered into with
the new controlling group).
Additional long-term compensation information for the directors of Carnival plc
for the financial year ended November 30, 2006 is included in Part I of the
Carnival plc Directors' Remuneration Report included in this proxy statement as
the Report of the Compensation Committees and Part II of the Carnival plc
Directors' Remuneration Report, which is attached as Annex B to this proxy
statement.
38
EQUITY COMPENSATION PLANS
CARNIVAL CORPORATION
Set forth below is a table that summarizes compensation plans (including
individual compensation arrangements) under which Carnival Corporation equity
securities are authorized for issuance as of November 30, 2006.
NUMBER OF SECURITIES
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE REMAINING AVAILABLE FOR FUTURE
BE ISSUED UPON EXERCISE OF EXERCISE PRICE OF ISSUANCE UNDER EQUITY COMPENSATION
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, PLANS (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS IN COLUMN (a))
- ------------------------------ -------------------------- ----------------------- --------------------------------------
(a) (b) (c)
Equity compensation plans
approved by security holders 16,461,648 (1) $ 41.37 28,777,766(2)(3)
Equity compensation plans not
approved by security holders 0 0 0
----------------- ---------------- ----------------------
Total 16,461,648 $ 41.37 28,777,766
- -------------
(1) Includes outstanding options to purchase Carnival Corporation common stock
under the Carnival Cruise Lines, Inc. 1987 Stock Option Plan, Carnival
Corporation 1992 Stock Option Plan, Carnival Corporation 2002 Stock Plan,
Carnival Corporation 1993 Outside Directors' Stock Option Plan and
Carnival Corporation 2001 Outside Director Stock Plan. Also includes
222,799 restricted share units outstanding under the Carnival Corporation
2002 Stock Plan and 1,250 restricted share units outstanding under the
Carnival Corporation 2001 Outside Director Stock Plan.
(2) Includes Carnival Corporation common stock available for issuance as of
November 30, 2006 as follows: 2,662,607 under the Carnival Corporation
Employee Stock Purchase Plan, 25,464,291 under the Carnival Corporation
2002 Stock Plan and 432,500 under the Carnival Corporation 2001 Outside
Director Stock Plan. This figure excludes securities reflected in column
(a).
(3) In addition to options, the Carnival Corporation 2002 Stock Plan and the
Carnival Corporation 2001 Outside Director Stock Plan provide for the
award of restricted shares and restricted share units without limitation
on the number of shares than can be awarded in either form.
CARNIVAL PLC
Set forth below is a table that summarizes compensation plans (including
individual compensation arrangements) under which Carnival plc equity
securities are authorized for issuance as of November 30, 2006.
NUMBER OF SECURITIES
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE REMAINING AVAILABLE FOR FUTURE
BE ISSUED UPON EXERCISE OF EXERCISE PRICE OF ISSUANCE UNDER EQUITY COMPENSATION
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, PLANS (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS IN COLUMN (a))
- ------------------------------ -------------------------- ----------------------- --------------------------------------
(a) (b) (c)
Equity compensation plans
approved by security holders 3,353,102 (2) $ 48.41 12,941,092(3)
Equity compensation plans not
approved by security holders 0 0 0
----------------- ---------------- ----------------------
Total 3,353,102 $ 48.41 12,941,092
- -------------
(1) Converted from sterling, if applicable, using the November 30, 2006
exchange rate of $1.95:(pound)1.
(2) Includes outstanding options to purchase Carnival plc ordinary shares
under the Carnival plc Executive Share Option Plan and Carnival plc 2005
Employee Share Plan. Also includes 68,702 restricted share units
outstanding under the Carnival plc 2005 Employee Share Plan.
(3) In addition to options, the Carnival plc 2005 Employee Share Plan provides
for the award of restricted shares and restricted share units without
limitation on the number of shares that can be awarded in either form.
39
DEFINED BENEFIT AND OTHER PLANS
CARNIVAL CORPORATION
The following table sets forth the combined estimated annual pension benefits
payable at age 65 (being the normal retirement date, pursuant to Carnival
Corporation's Supplemental Executive Retirement Plan (the "SERP") and
Nonqualified Retirement Plan for Highly Compensated Employees (the "Carnival
Corporation Retirement Plan"). The benefits listed in the table include the
offset for Social Security benefits under the provisions of the SERP.
YEARS OF SERVICE
------------------------------------------------------------------------------
PAY 15 20 25 30 35
- ---------- ---------- ----------- ----------- ---------- -----------
$1,750,000 $ 500,802 $ 675,802 $ 850,802 $ 850,802 $ 850,802
$2,000,000 $ 575,802 $ 775,802 $ 975,802 $ 975,802 $ 975,802
$2,250,000 $ 650,802 $ 875,802 $1,100,802 $1,100,802 $1,100,802
$2,500,000 $ 725,802 $ 975,802 $1,225,802 $1,225,802 $1,225,802
$2,750,000 $ 800,802 $1,075,802 $1,350,802 $1,350,802 $1,350,802
$3,000,000 $ 875,802 $1,175,802 $1,475,802 $1,475,802 $1,475,802
$3,250,000 $ 950,802 $1,275,802 $1,600,802 $1,600,802 $1,600,802
$3,500,000 $1,025,802 $1,375,802 $1,725,802 $1,725,802 $1,725,802
$3,750,000 $1,100,802 $1,475,802 $1,850,802 $1,850,802 $1,850,802
$4,000,000 $1,175,802 $1,575,802 $1,975,802 $1,975,802 $1,975,802
Mr. Frank and Mr. Dickinson will each receive retirement benefits under the
SERP. The SERP provides a benefit equal to 50% of cash compensation (as defined
in the SERP). The SERP provides an early retirement benefit at age 55 after
completion of 15 years of service, subject to a reduction of 0.25% for each
month that distribution of benefits precedes the participant's 65th birthday.
The SERP benefit is offset for any benefit payable under the Carnival
Corporation Retirement Plan and for Social Security benefits. SERP benefits are
paid as a continuous and certain annuity for 5, 10, 20 or 30 years, a 50% or
100% joint and survivor annuity, or as a single lump sum.
Mr. Arison, Mr. Frank and Mr. Dickinson's benefits under the Carnival
Corporation Retirement Plan are calculated based on their length of service
with Carnival Corporation and the average of their five highest consecutive
years of compensation out of the last ten years of service. The elements of
compensation to determine their benefit are their base salary and cash bonus as
described in the Summary Compensation Table. Benefits under the Carnival
Corporation Retirement Plan are paid as a continuous and certain annuity for 5
or 10 years, a 50% or 100% joint and survivor annuity, or as a single lump sum.
Credited service for benefit calculation purposes under the Carnival
Corporation Retirement Plan is limited to 30 years. As of December 31, 2006,
Micky Arison, Robert H. Dickinson and Howard S. Frank each have at least 30
years of credited service. Pier Luigi Foschi and Peter G. Ratcliffe are not
eligible for participation in the Carnival Corporation Retirement Plan.
As of January 1, 2007, the annual estimated benefits payable under the SERP and
Carnival Corporation Retirement Plan to Messrs. Frank and Dickinson at age 65,
would be life annuities (five-year certain benefit) of $1,729,379 and
$1,112,106, respectively, or lump sums of $20,801,055 and $13,634,821,
respectively.
Carnival Corporation has a benefit limitation policy for the Carnival
Corporation Retirement Plan which only applies to Mr. Arison. We have limited
the annual compensation covered by the Carnival Corporation Retirement Plan for
the calendar year 2006 for Mr. Arison to $321,216 (as may be indexed). Based on
Mr. Arison's level of compensation and his 30 credited years of service, the
annual estimated benefits payable under the Carnival Corporation Retirement
Plan to Mr. Arison at age 65 would be a life annuity (five-year certain
benefit) $141,784 or a lump sum of $1,092,295. The Carnival Corporation
Retirement Plan does not reduce benefits on account of Social Security (or any
other benefit), other than as reflected in the benefit formula which is
integrated with Social Security.
40
CARNIVAL PLC
Mr. Ratcliffe is entitled to receive retirement benefits from the P&O Princess
Cruises Pension Scheme, a UK Inland Revenue registered defined benefit scheme,
future accrual of which ceased effective April 5, 2006. He also receives
retirement benefits under the Princess Cruises Chief Executive Officer
Supplemental Executive Retirement Plan, a U.S. unfunded plan, under which Mr.
Ratcliffe receives the same retirement benefits he would have received under
the P&O Princess Cruises Pension Scheme had his benefits continued to accrue.
Any payments under this plan are reduced by payments received under the P&O
Princess Cruises Pension Scheme. These benefits include a pre-retirement death
benefit.
Mr. Ratcliffe is entitled to receive a retirement benefit equivalent to 1/60th
of final salary for his first 17 years of service plus 1/45th of final salary
per year of service thereafter. Final salary means Mr. Ratcliffe's base salary
(excluding bonus and other items) during his final 12 months of employment.
Upon reaching the age of 60, Mr. Ratcliffe is eligible to receive unreduced
benefits commencing at retirement. The benefit will be actuarially reduced if
retirement occurs prior to age 60. The normal form of benefit is an annuity
payable for the life of Mr. Ratcliffe with a reduced survivor benefit for his
spouse. If there is no surviving spouse, Mr. Ratcliffe may designate an
alternate beneficiary for a lump sum payment, subject to plan limits. Upon
retirement, the benefit is subject to an annual cost-of-living adjustment not
to exceed 5%. Based on Mr.Ratcliffe's 36 years of credited service and salary
through November 30, 2006, his unreduced annual pension benefit is $853,730.
Additional information with respect to pension plan arrangements for Carnival
plc for the financial year ended November 30, 2006 is included in Part I of the
Carnival plc Directors' Remuneration Report included in this proxy statement as
the Report of the Compensation Committees and Part II of the Carnival plc
Directors' Remuneration Report, which is attached as Annex B to this proxy
statement.
41
REPORT OF THE COMPENSATION COMMITTEES
AND
CARNIVAL PLC DIRECTORS' REMUNERATION REPORT - PART I
INTRODUCTION
Carnival Corporation and Carnival plc are subject to disclosure regimes in both
the U.S. and UK. While some of the disclosure requirements are the same or
similar, some are very different. As a result, the Carnival plc Directors'
Remuneration Report is in two parts. The information contained in this Part I
also constitutes the Report of the Compensation Committees as required by
regulations promulgated by the U.S. Securities and Exchange Commission, and
includes information that Carnival plc is required to disclose in accordance
with the UK Directors' Remuneration Report Regulations 2002 incorporated into
the UK Companies Act 1985 (the "DRR Regulations"). Part II of the Carnival plc
Directors' Remuneration Report is set forth as Annex B to this proxy statement
and includes the additional information that Carnival plc is required to
disclose in accordance with the DRR Regulations, including information which
has been audited.
Parts I and II of the Carnival plc Directors' Remuneration Report have been
drafted in compliance with the DRR Regulations, the July 2003 Combined Code on
Corporate Governance (the "Combined Code"), the UK Companies Act 1985 and the
Listing Rules of the UK Listing Authority. Both Parts I and II form part of the
audited consolidated financial statements of Carnival plc for the financial
year ended November 30, 2006.
GENERAL
Carnival Corporation and Carnival plc are separate legal entities (together
referred to in this report as "Carnival Corporation & plc") and each company
has its own board of directors and Compensation Committee. However, as is
required by the agreements governing the dual listed company structure, the
boards of directors and members of the committees of the boards, including the
Compensation Committees, are identical and there is a single management team.
The Compensation Committees determine the compensation policy and the
compensation payable to the outside directors and executive officers of
Carnival Corporation & plc, including annual performance related bonuses and
awards of share options, restricted shares and restricted share units under
incentive plans. Compensation of the executive officers is determined following
consultation with the Chairman/CEO of Carnival Corporation & plc.
The current membership of the Compensation Committees consists of three members
who are deemed independent by the boards of directors. The members of the
Compensation Committees are appointed by the boards based on the
recommendations of the Nominating & Governance Committees. During 2006, the
membership of the Compensation Committees changed with Modesto A. Maidique
(Chairman) and Sir John Parker serving on the Compensation Committees through
July 1, 2006. Arnold W. Donald (as Chairman) and Baroness Sarah Hogg joined the
Compensation Committees on July 1, 2006. Richard J. Glasier served on the
Compensation Committees for all of 2006.
The Compensation Committees maintain an annual calendar with regularly
scheduled agenda items and tasks as well as those items and tasks added as
necessary. The Compensation Committees generally schedule four in-person
meetings per year with telephonic meetings scheduled as necessary. During 2006,
the Compensation Committees held four in-person meetings and three telephonic
meetings.
Since 2003, the Compensation Committees have engaged Watson Wyatt Worldwide
(the "Consultant") as their compensation consultant. The Compensation
Committees periodically have also received advice and assistance from other
external legal, accounting and tax advisors. The Compensation Committees
interact with management of Carnival Corporation & plc on remuneration issues
primarily through communications, meetings and discussions with the
Chairman/CEO and the Vice Chairman/COO, who also attend meetings as requested
by the Compensation Committees. Materials for review by the Compensation
Committees and agenda items for committee meetings are developed through a
collaborative process involving the Chairman of the Compensation Committees,
the Consultant, and senior executive officers of Carnival Corporation & plc.
42
The Consultant attends all meetings of the Compensation Committees. The
Compensation Committees have requested that management of Carnival Corporation
& plc provide the Consultant with advance notice, including all relevant
materials, of all recommendations to be made by management to the Compensation
Committees. The Consultant reviews all such recommendations made by management
and provides its views on such proposed actions to the Compensation Committees
for their consideration. From time to time, the Chairman of the Compensation
Committees will communicate with the Consultant between scheduled meetings to
address specific questions and/or provide instructions to the Consultant with
respect to items to be discussed at future meetings.
The Consultant also provides actuarial advice and administrative services to
Carnival plc in relation to the UK pension schemes and advice on share
incentive plans to Carnival Corporation and Carnival plc.
GLOBAL PERSPECTIVE
Carnival Corporation & plc is a global entity and is a dual listed company
(U.S. and UK). Most of the executive officers of Carnival Corporation & plc and
other senior managers of Carnival Corporation & plc are located in the U.S.,
with others primarily based in Europe. As a global entity, it is challenging to
establish consistent compensation practices across geographic and corporate
lines that satisfy the particular requirements of all jurisdictions. Since the
largest presence of executives is in the U.S., our compensation policies
primarily reflect U.S. market practices. However, the Compensation Committees
seek to incorporate UK compensation principles, including those contained in
the Combined Code, as far as practicable, unless the application of those
principles would be uncompetitive in the U.S. or other markets, or would
restrict Carnival Corporation & plc's ability to transfer executives between
operating units.
To the extent possible, Carnival Corporation & plc tailors the design and
operation of remuneration programs to the needs and business issues specific to
each operating unit. While some consistent principles apply to incentive
programs at all operating units, such as the importance of achieving profitable
growth and expected returns on invested capital, the specific methodology used
to determine earned incentive bonuses varies by operating unit.
OVERALL PHILOSOPHY AND OBJECTIVES
Compensation arrangements for the executive officers named in the Summary
Compensation Table (the "NEOs") are determined on an individual basis in order
to ensure recruitment and retention of candidates with the necessary experience
and skill, taking account of their individual compensation history, as well as
local geographical market factors.
The objectives of the Compensation Committees with respect to executive
remuneration for 2006 and subsequent financial years are to create executive
compensation packages that are competitive with compensation payable by a
comparable group of U.S. peer companies, as well as to provide both short-term
rewards and long-term incentives for positive individual and corporate
performances. The Compensation Committees are provided market data for each
executive officer that indicates the median and 75th percentile for total
compensation and each element of compensation (including base salary, annual
bonus and equity-based compensation) and the typical mix of compensation in the
market. The Compensation Committees then consider other factors in establishing
each executive's compensation package, including financial and operating
results and individual performance. The Compensation Committees' philosophy is
to place more emphasis on the variable elements of compensation, such as the
cash bonus and equity-based compensation, as compared to typical market
practice.
The main components of remuneration for executives, and where applicable, the
performance criteria on which they are based, are set out below. The principles
applied by the Compensation Committees are that a high proportion of the total
remuneration package to senior executives will be delivered through
performance-related rewards in the form of performance-related cash bonuses and
equity-based incentive awards. The equity-based incentive plans are designed to
align the interests of participants with those of the shareholders and to
support retention of the senior executives. This is accomplished through
vesting schedules for equity-based awards that provide for pro rata vesting of
equity-based awards over five years or cliff vesting after three or five years.
The Compensation Committees seek to ensure that the operation of the plans in
practice is consistent with their overall objectives, recommending changes to
achieve this if necessary.
43
PROCESS FOR MAKING COMPENSATION DETERMINATIONS
The compensation for the Chairman/CEO and the Vice Chairman/COO is determined
by the Compensation Committees using their full discretion to evaluate their
individual performance and the overall performance of Carnival Corporation &
plc. The other NEOs have individual employment agreements or compensation
agreements that dictate the general terms of portions of their remuneration. As
part of the annual compensation determination process, the Chairman/CEO and the
Vice Chairman/COO prepare a memorandum for the Compensation Committees that
outlines key initiatives and goals for Carnival Corporation & plc at the
beginning of each year. After the fiscal year is complete, the Chairman/CEO and
Vice Chairman/COO prepare another memorandum for the Compensation Committees
discussing the results of those initiatives, progress towards goals and other
material items relating to overall Carnival Corporation & plc performance. The
Compensation Committees then determine individual compensation amounts after
consideration of the performance results, historical compensation, external
market references and other information they may deem relevant.
External market references are established based on an annual benchmarking
study conducted by the Consultant. The benchmarking study consists of an
analysis of top officer pay at a group of publicly listed peer companies. The
peer group is based on U.S. publicly listed companies that are comparable in
size to Carnival Corporation & plc and operate in the entertainment,
hospitality and diversified media industries. The companies in the peer group
are recommended by the Consultant and approved by the Compensation Committees
before the benchmarking study commences.
In addition to the individual officer market-based assessment, the peer group
is used to benchmark executive remuneration program design features, aggregate
equity-based compensation plan costs, compensation of outside directors, and
Carnival Corporation & plc's performance in several key financial metrics
reflected in Carnival Corporation & plc's compensation programs. For the 2006
market review, 14 U.S. publicly listed companies were included in the peer
group as follows:
Cablevision Systems Corporation
Clear Channel Communications, Inc.
Harrah's Entertainment, Inc.
Hilton Hotels Corporation
IAC/InterActiveCorp
Liberty Media Corporation
Marriott International Inc.
MGM Mirage
News Corporation
Royal Caribbean Cruises Ltd.
Starwood Hotels & Resorts Worldwide, Inc.
The DIRECTTV Group, Inc.
The Walt Disney Company
Viacom Inc.
Carnival Corporation & plc ranked in the upper quartile along general business
comparative data such as employees, revenues, operating income, operating
margin, return on invested capital, revenue and profit growth rates and equity
market value. Shareholder returns over the prior year and three and five year
periods are also reviewed and compared to peer companies and major market
indices.
In addition, the Consultant develops market references for all the individual
executive positions reviewed by the Compensation Committees using benchmark
data from published compensation surveys.
Internal comparison information is also provided to the Compensation Committees
as well as historical compensation data. In recent years, the Compensation
Committees have regularly reviewed a "Summary of Employment Terms and
Conditions" for each NEO that outlines employment terms and summarizes his/her
current remuneration arrangements. During 2006, the Compensation Committees
reviewed more detailed "tally sheets" for each NEO that quantified the value of
each remuneration element received and provided a three-year history of each
officer's compensation.
44
COMPENSATION PROGRAM DESIGN AND ELEMENTS
For the NEOs and other senior officers, the primary ongoing compensation
elements consist of base salary, an annual bonus, annual equity-based awards,
pensions, benefits and perquisites. Bonus programs, benefits and perquisite
plans and certain elements of the equity-based awards vary among the operating
units of Carnival Corporation & plc reflecting local market practices.
Carnival Corporation & plc's business strategy gives the chief executive
officer of each operating unit a greater degree of responsibility and autonomy
as compared to more centralized companies. This results in Carnival Corporation
& plc providing these executives a level of compensation opportunity that is
higher than typical market practice for business unit executives and a program
design involving more performance-based leverage.
BASE SALARIES
A. GENERAL
Salaries are intended to provide a baseline level of fixed compensation that
reflects an officer's level of responsibility. The employment agreements of
Messrs. Foschi and Ratcliffe set forth their base salaries of (euro)872,000 and
$1,100,000, respectively. Such amounts represent the minimum salaries payable
to the two executives and the Compensation Committees review their performance
each year to determine whether higher salaries are merited by performance or
other factors.
Salaries are established for senior management personnel during the first
quarter of the fiscal year. The Chairman/CEO and the Vice Chairman/COO review
the most recent market-based assessment and provide the Compensation Committees
with recommended salaries for all executive officers, including the NEOs. The
recommendations include a capsule review of each officer's individual
performance and highlight various considerations in developing the proposed
salaries.
The Compensation Committees determine salaries for the Chairman/CEO and the
Vice Chairman/COO using a similar process, although the Compensation Committees
may also request recommendations from the Consultant.
B. 2006 SALARIES
For the NEOs, salaries in 2006 increased by an average of approximately 5.3%.
The Compensation Committees increased the Chairman/CEO's salary by 6.25% and
the Vice Chairman/COO's salary by 7.14% for 2006. Consistent with historical
practice, the Vice Chairman/COO's salary was set at $100,000 below the
Chairman/CEO's salary. The Compensation Committees made these determinations
after discussing the performance and results of Carnival Corporation & plc and
the individual performance of both executives. The market studies reviewed by
the Compensation Committees indicated that the 2006 salaries for both the
Chairman/CEO and the Vice Chairman/COO were below the median salaries for
executives in comparable roles at other public companies that are similar in
size and scope to Carnival Corporation & plc.
The Chairman/CEO and Vice Chairman/COO recommended salary increases for 2006
for the other NEOs as follows: 3% for Robert Dickinson, President and Chief
Executive Officer of the Carnival Cruise Lines division of Carnival
Corporation; 5% for Pier Luigi Foschi, Chief Executive Officer of Costa
Crociere S.p.A. ("Costa"); and 5% for Peter Ratcliffe, Chief Executive Officer
of P&O Princess Cruises International. These recommendations were consistent
with 2006 salary increases provided to other executives at each operating unit
whose salaries were considered to be within range of competitive practice and
whose individual performance was deemed to be satisfactory. After reviewing
performance results for each operating unit and discussing the individual
performance of each officer, the Compensation Committees approved the
recommended salaries for 2006.
BONUSES
A. GENERAL
The performance-related annual bonus is the most important cash compensation
feature of executive compensation as a reward for contributions made towards
achieving the goals of Carnival Corporation & plc, including profitability.
Annual bonus payments are intended to reward positive short-term individual and
corporate performance. The emphasis on the annual discretionary bonus for the
members of senior management allows Carnival Corporation & plc greater
flexibility in rewarding favorable individual and corporate performance than is
possible under a salary-oriented structure.
45
Annual bonuses to the NEOs in charge of operating units are based on the
financial performance of their respective operating units.
The Compensation Committees determined the bonuses for the NEOs for 2006 on the
basis set out in the table below:
- -----------------------------------------------------------------------------------------------------------------------------------
DIRECTOR PERFORMANCE MEASURE
- -----------------------------------------------------------------------------------------------------------------------------------
MICKY ARISON Based on Carnival Corporation & plc's net income, earnings per
Chief Executive Officer of Carnival Corporation & plc share, return on invested capital and cost containment. In
addition, the individual performance of the executive in
achieving agreed tactical and strategic initiatives is
considered.
- -----------------------------------------------------------------------------------------------------------------------------------
ROBERT H. DICKINSON Based primarily on return on invested capital of Carnival Cruise
President and Chief Executive Officer of the Carnival Lines compared to certain pre-determined levels pursuant to the
Cruise Lines division of Carnival Corporation terms of the Carnival Cruise Lines Management Incentive Plan
(the "CCL MIP").
- -----------------------------------------------------------------------------------------------------------------------------------
PIER LUIGI FOSCHI Guaranteed base bonus of (euro)669,000, plus additional amounts
Chief Executive Officer of Costa based on the compounded year-over-year percentage increases in
consolidated net income of Costa from the base year (limited to
an increase of 20% per year).
- -----------------------------------------------------------------------------------------------------------------------------------
HOWARD S. FRANK Based on Carnival Corporation & plc's net income, earnings per
Chief Operating Officer of Carnival Corporation & plc share, return on invested capital, and cost containment. In
addition, the individual performance of the executive in
achieving agreed tactical and strategic initiatives is
considered.
- -----------------------------------------------------------------------------------------------------------------------------------
PETER G. RATCLIFFE Based on a percentage of net income of the following brands:
Chief Executive Officer of P&O Princess Cruises Cunard Line, Ocean Village, P&O Cruises, P&O Cruises
International (Australia), P&O Travel, Princess Cruises, Princess Tours
and Swan Hellenic.
- -----------------------------------------------------------------------------------------------------------------------------------
The financial performance criteria relative to each operating unit are designed
to be competitive in the markets where those businesses operate and, with the
exception of the financial performance criteria applying to bonuses under the
CCL MIP adopted in 2005 for Carnival Cruise Lines, are those that have been
applied historically in those businesses.
B. 2006 BONUSES
Based on their applicable performance measures and in consideration of market
pay data provided by the Consultant, the Compensation Committees determined
bonuses for 2006 of $2,600,000 and $2,500,000 to the Chairman/CEO and the Vice
Chairman/COO, respectively. The bonuses were reduced from those earned for
2005, primarily in recognition that 2006 earnings results reflected only a
modest increase over the prior year and were below the 2006 goal for Carnival
Corporation & plc. Financial and operating performance results in other
measurement areas were mixed, with return on investment being unchanged from
2005 and operating yields being below expectations even though cost containment
goals were achieved. Specific objectives relating to strategic initiatives were
successfully achieved during 2006. In reviewing overall performance results for
2006, the Compensation Committees noted that the goals established at the
beginning of the year reflected strong earnings growth and operating results
during the previous two fiscal years and that 2006 financial results were
impacted by increased fuel prices and softer than anticipated demand for
Caribbean cruises.
Mr. Dickinson's annual bonus is based on the CCL MIP that includes other top
management employees of Carnival Cruise Lines. The level of bonuses under the
CCL MIP is primarily determined by the return on invested capital compared to
certain predetermined levels pursuant to the terms of the CCL MIP, as opposed
to net income. The CCL MIP is intended to reward prudent capital investment and
resultant high return. The CCL MIP generates a bonus pool and bonuses for
individual participants reflect their allocated portion of the overall pool.
46
For 2006, Mr. Dickinson's bonus of $1,118,661 reflected his share of the total
bonus pool pursuant to the CCL MIP. Mr. Dickinson's 2006 bonus was 29.3% lower
as compared to his earned bonus for 2005. This change reflected reduced return
on invested capital by Carnival Cruise Lines in 2006 as compared to 2005.
The annual bonus for Mr. Ratcliffe is determined by his employment agreement
and is equal to a specified percentage of net income of the brands for which he
was responsible during the fiscal year. Mr. Ratcliffe's bonus for 2006
increased by $65,000 from 2005 reflecting profit improvement by the operating
units under his direction. As with other P&O Cruises executives, half of his
earned bonus is payable in Carnival plc shares that are deferred for three
years and subject to forfeiture while deferred. Pursuant to the terms of this
scheme, Mr. Ratcliffe was eligible for additional matching shares related to
deferred shares issued in connection with bonuses for fiscal years through
2002.
During 2006, Mr. Ratcliffe received a matching award of 13,732 Carnival plc
shares upon the distribution of the matching award and accumulated dividend
under the Carnival plc Deferred Bonus and Co-Investment Matching Plan (the
"Deferred Bonus Plan") in respect of the bonus issued to him in 2003. These
shares were awarded in February 2006 following attainment of the earnings per
share growth requirement for shares of Carnival Corporation & plc for the
three-year period ended on November 30, 2005. Mr. Ratcliffe is the only NEO who
participates in the Deferred Bonus Plan.
Mr. Foschi's bonus is payable in Euros. For the purpose of translating his 2006
bonus to U.S. dollars, we have used an exchange rate of (euro)1:$1.30, being
the exchange rate on the date his bonus was approved by the Compensation
Committees. The annual bonus for Mr. Foschi is determined by his service
agreement and includes a guaranteed base amount of (euro)669,000 plus
additional amounts based on the compounded year-over-year percentage increases
in the consolidated net income (as defined in the service agreement) of Costa
from the base year. The service agreement provides that the bonus increase will
be limited to 20% per year. Mr. Foschi's bonus for 2006 increased by
approximately (euro)156,000 to (euro)958,899 (or $1,246,569) reflecting
positive earnings performance by Costa in 2006 and the unpaid carryover from
the 2005 bonus which exceeded the cumulative 20% limit.
LONG-TERM INCENTIVE PLANS
A. GENERAL
The equity-based incentive plans of Carnival Corporation & plc are intended to
provide executives with longer-term incentives in the form of share options,
restricted share awards and restricted share unit awards, which appreciate in
value with continued favorable future performance of Carnival Corporation &
plc. The purpose of the plans is to create incentives by providing an
opportunity to senior employees who are important to the success and growth of
the business of Carnival Corporation & plc to own either Carnival Corporation
common stock or Carnival plc ordinary shares.
The Compensation Committees' policy is to make grants of share options,
restricted share awards and restricted share units that generally will accord
with the historical practice of each operating unit and as necessary to
maintain competitiveness in the local employment market. Given that
approximately 94% of annual share option awards are made to Carnival
Corporation & plc executives located outside the UK, the Compensation
Committees have determined that, from a business standpoint, it would be
difficult to fully adopt UK best practice relating to share options.
Accordingly, in line with market practice in the U.S., the terms of the various
equity-based plans of Carnival Corporation & plc, details of which are
described below, do not include the UK Combined Code requirement that corporate
performance conditions be applied to the vesting of share options, restricted
share awards and restricted share unit awards. The application of performance
conditions is entirely within the discretion of the Compensation Committees.
The only exception is that performance conditions continue to apply to the
matching shares under the Deferred Bonus Plan described below.
The UK Combined Code provides that share awards to executive directors should
not vest, and share options should not be exercisable, in less than three
years. The terms of the Carnival Corporation 2002 Stock Plan and the Carnival
plc 2005 Employee Share Plan give flexibility to the Compensation Committees to
determine the vesting schedule applicable to share options restricted share
awards and restricted share unit awards.
47
The UK Combined Code also provides that awards under all incentive plans should
be subject to challenging performance criteria reflecting Carnival Corporation
& plc's objectives. In accordance with U.S. practice and consistent with
historical practice in relation to the equity based plans, the Compensation
Committees have discretion to determine whether the grant or vesting of share
options, restricted share awards and restricted share unit awards under the
plans will be subject to performance targets. In determining whether
performance targets shall apply, the Compensation Committees have regard to the
local practice in the country in which the participant is based.
The Chairman/CEO and the Vice Chairman/COO of Carnival Corporation & plc and
the CEO of Carnival Cruise Lines receive the annual grants of shares options
and restricted shares specified in their individual Executive Long-Term
Compensation Agreements. These grants are subject to determination of
satisfactory performance by the Compensation Committees taking into
consideration the long-term contributions of these individuals. Mr. Ratcliffe's
employment agreement sets forth the number of share options issuable to him by
Carnival Corporation & plc on an annual basis. The annual grants of share
options and restricted share unit awards to Mr. Foschi, as well as the annual
grants of restricted share unit awards to Mr. Ratcliffe, are approved at the
discretion of the Compensation Committees. During 2006, the Compensation
Committees received written performance assessments for the NEOs in approving
their grants. For grants to the Chairman/CEO, the Committee also considered the
results of his annual performance appraisal conducted by the full boards of
directors.
Recommended equity-based awards for other executives and participating
employees at Holland America Line, Princess Cruises, Costa, Cunard Line,
Carnival UK and P&O Cruises (Australia) are submitted for approval of the
Compensation Committees in February of each year. Recommended equity-based
awards for other executives and participating employees at Carnival
Corporation, Carnival Cruise Lines and Seabourn Cruise Line are submitted for
approval of the Compensation Committees in October of each year. The dates of
the Compensation Committees' meetings for approval of equity-based awards are
generally scheduled at least one year in advance.
The aggregate annual fair value of equity-based awards made by Carnival
Corporation & plc (including awards made to other employees in addition to the
officers and directors) is below the median of the peer group and is below the
peer group 25th percentile when considered as a percentage of total equity
market value, revenues or operating income. For the NEOs, overall grant values
are estimated to approximate the market median although the market positioning
of awards to each officer varies with some being below and others being above
the median. This is consistent with Carnival Corporation & plc's philosophy
that market references are just one of many factors considered in making
individual compensation determinations.
In 2006, senior management at each operating unit was asked for a preference as
to the form of equity-based awards for their participants (i.e. share options,
restricted share awards or restricted share unit awards) based on their
respective business and human capital strategies, as well as other
company-specific considerations. In addition, the preferences reflect relevant
tax, accounting and regulatory considerations specific to each operating unit.
Based on these preferences, in February 2006 the Compensation Committees
approved recommended awards of restricted share units to plan participants at
Princess Cruises, Cunard Line, Carnival UK, Carnival Australia and Holland
America Line and grants of share options to plan participants at Costa. In
2006, employees of Carnival Corporation, Carnival Cruise Lines, Seabourn Cruise
Line and certain UK-based employees continued to receive their equity-based
awards in the form of share options.
Beginning with awards made in October 2005, Carnival Corporation & plc reduced
the term of share options granted to employees from ten years to seven years.
This decision in part reflected the anticipated change in accounting standards
applicable to share options. The Compensation Committees believe that the term
reduction resulted in a relatively lower expense relating to share options
without a corresponding diminishment in perceived value to option share
recipients.
In accordance with the terms of Carnival Corporation 2002 Stock Plan and the
Carnival plc 2005 Employee Share Plan, the exercise price of options over
Carnival Corporation common stock granted during 2006 is equal to the average
of the highest and lowest sale prices reported as having occurred on New York
Stock Exchange on the date of the grant and the exercise price of options over
Carnival plc ordinary shares is equal to the closing middle market quotation as
derived from the Daily Official List of the London Stock Exchange on the date
of the grant.
48
B. DESCRIPTION OF LONG-TERM INCENTIVE PLANS
The long-term incentive plans under which annual awards are made by Carnival
Corporation & plc are as follows:
1. Deferred Bonus Plan;
2. Carnival Corporation 2002 Stock Plan; and
3. Carnival plc 2005 Employee Share Plan.
1. DEFERRED BONUS PLAN
Mr. Ratcliffe, the only participating NEO, and other senior executives of
Princess Cruises and P&O Cruises, participate in the Deferred Bonus Plan. Under
the Deferred Bonus Plan, a percentage of each participant's annual bonus is
mandatorily delivered in the form of Carnival plc share awards that are
retained in a trust for a three-year period. During this period, participants
in the plan have no right to vote the shares. The level of mandatory deferral
for Mr. Ratcliffe in 2006 was 50% of his annual bonus. In addition,
participants may be granted a matching award in respect of Carnival plc shares.
However, since April 17, 2003, Mr. Ratcliffe has not received any matching
awards and no longer holds any matching awards.
2. CARNIVAL CORPORATION 2002 STOCK PLAN (THE "2002 STOCK PLAN")
Under the 2002 Stock Plan, the Carnival Corporation Compensation Committee may
issue share options, restricted shares and restricted share units to selected
employees, directors, consultants and advisors who are important to the success
of Carnival Corporation & plc. Generally, awards under the 2002 Stock Plan are
made to participants employed by Carnival Corporation, Carnival Cruise Lines,
Princess Cruises, Holland America Line and Seabourn Cruise Line. The Carnival
Corporation Compensation Committee has the discretion to determine the persons
to whom awards are granted, the type of award, the number of shares to be
covered by each award and, with respect to options, the exercise price.
SHARE OPTIONS
Share options are generally granted at an exercise price at market value
and vest according to a schedule set by the Compensation Committees with an
expiration date not more than ten years after the date of the grant. Share
options awarded to the NEOs during 2006 vest in equal installments over a
five-year period beginning one year from the date of grant and expire seven
years after the grant date.
RESTRICTED SHARES AND RESTRICTED SHARE UNITS
The grant or the vesting of an award of restricted shares and restricted
share units may be made conditional upon service to a member of Carnival
Corporation & plc or any of its affiliates or the attainment of performance
goals or other factors. Generally, restricted shares and restricted share
units awarded to the NEOs outstanding at November 30, 2006 vest five years
from the date of grant. Holders of restricted share awards have all of the
rights of a shareholder of Carnival Corporation, including the right to
vote, but holders of restricted share units awards do not have such rights.
The Compensation Committees have discretion to determine whether dividends
with respect to restricted shares will be paid to the participant or
withheld by Carnival Corporation and credited upon release, and interest
may be credited on such dividends at a rate determined by the Compensation
Committees. If the restricted shares are forfeited, the participant also
forfeits his or her right to any dividends attributable. The Compensation
Committees have discretion to determine whether dividend equivalents with
respect to restricted share units (being equal to cash and share dividends
on the shares represented by the restricted share units) will be paid to
the participant or withheld by Carnival Corporation, whether interest may
be credited on such dividend equivalents at a rate determined by the
Compensation Committees, as well as whether the award will be settled in
cash or by shares. If the restricted share units are forfeited, the
participant also forfeits his or her right to any dividend equivalents
attributable.
For compensation policy purposes, because restricted share awards and
restricted share units may only be forfeited in limited circumstances, they
are regarded as remuneration for the year of award.
49
3. CARNIVAL PLC 2005 EMPLOYEE SHARE PLAN (THE "PLC SHARE PLAN")
The PLC Share Plan is designed for maximum flexibility as to the types of
options and other share awards that may be granted to employees and executives.
The PLC Share Plan allows the Compensation Committees to tailor equity-based
compensation policies for the various operating companies under Carnival plc
that are competitive in their respective employment markets, as well as
strengthen Carnival plc's ability to recruit and retain talented employees and
more closely align their interests with those of shareholders. The Compensation
Committees are aware that the terms of the PLC Share Plan are not wholly
consistent with UK practices, but consider it highly relevant that
approximately 94% of the annual awards made to executives of Carnival
Corporation & plc under the share based plans of Carnival Corporation & plc are
made to executives located outside of the UK.
Employees of Costa, P&O Cruises, P&O Cruises (Australia), AIDA Cruises and
other Carnival UK employees participate in the PLC Share Plan at the discretion
of the Compensation Committees, however awards are granted primarily to
management (including the NEOs).
The Compensation Committees may award share options, restricted share awards or
restricted share unit awards separately, or in any combination that the
Compensation Committees decides. The value of an award to be granted to any
individual will be determined taking into account an individual's present and
potential contribution to the success of Carnival Corporation & plc and the
market practice for companies with global operations in the country where the
participants are based. While the PLC Share Plan does not place an individual
limit on the value of equity-based awards that may be granted to the
participants in any year, the Compensation Committees are guided by the
compensation policy described above.
SHARE OPTIONS
The terms and conditions under which options are granted generally mirror
those of the Carnival Corporation 2002 Stock Plan described above with the
exception that options may also be awarded over American Depositary Shares
("ADSs"), each representing one ordinary share of Carnival plc, where
appropriate for U.S.-based executives.
RESTRICTED SHARES AND RESTRICTED SHARE UNITS
The terms and conditions under which restricted shares and restricted share
units are awarded, mirror those of the 2002 Stock Plan described above.
C. EQUITY-BASED AWARDS FOR FISCAL 2006
In July 2006, after consultation with the Chairman/CEO and the Vice
Chairman/COO as to the satisfactory performance of Mr. Dickinson in fiscal
2006, the Compensation Committees approved grants of 80,000 share options and
40,000 restricted shares under the 2002 Stock Plan to Mr. Dickinson on August
1, 2006 pursuant to his Executive Long-Term Compensation Agreement.
In October 2006, the Compensation Committees approved grants of 120,000 share
options to Mr. Arison and 100,000 share options to Mr. Frank under the 2002
Stock Plan pursuant to their respective Executive Long-Term Compensation
Agreements. The Compensation Committees consulted with the Chairman/CEO with
respect to the grant to Mr. Frank.
In January 2007, the Compensation Committees approved grants of 60,000
restricted shares to Mr. Arison and grants of 50,000 restricted shares to Mr.
Frank under the 2002 Stock Plan pursuant to their respective Executive
Long-Term Compensation Agreements in recognition of their performance during
2006.
Mr. Ratcliffe's employment agreement provides for an annual grant of 50,000
share options to him, contingent upon satisfactory performance. In February
2007, the Compensation Committees will consider the performance of the
operating units directed by Mr. Ratcliffe in fiscal 2006 and it is anticipated
that they will approve the annual grant of share options to Mr. Ratcliffe.
In February 2007, the Compensation Committees will consider the performance of
the operating units directed by Mr. Foschi and it is anticipated that they will
consider making equity-based awards to Mr. Foschi.
50
PERQUISITES
Members of senior management of Carnival Corporation & plc, including the NEOs,
are provided various perquisites believed to be representative of common
practices for executives in their respective countries. Some perquisites and
fringe benefits are provided pursuant to terms in individual employment
agreements. The Compensation Committees have reviewed perquisite expenditures
by the NEOs and believe the perquisites continue to be an important element of
the overall compensation package used to retain such officers.
In February 2006, the Compensation Committees approved a policy to establish
procedures and controls as to the authorized use of aircraft owned or chartered
by Carnival Corporation & plc (the "Aircraft"). According to the policy, the
Aircraft can only be used for business purposes, except that our Chairman/CEO
and Vice Chairman/COO (with the authorization of the Chairman/CEO) are
authorized to use the Aircraft for personal travel. Spouses may accompany these
executives when traveling. Because there is no incremental cost for this
benefit, no amount is allocated for a spouse's travel in the Summary
Compensation Table. Personal use of the Aircraft is required to be reported in
our proxy statement and will be taxable, as appropriate.
POST-EMPLOYMENT COMPENSATION OBLIGATIONS
EMPLOYMENT AGREEMENTS OR SERVICE CONTRACTS
It is the policy of the Compensation Committees for executive officers to have
notice periods, if any, of not more than 12 months in duration. Following U.S.
accepted practice on remuneration as stated above, the policy of the
Compensation Committees has been not to enter into service contracts with U.S.
executives, but to enter into individual compensation arrangements. The
Compensation Committees will continue to have regard to the individual
circumstances of each case taking account of best practice in the UK and the
U.S. and the expected cost to Carnival Corporation & plc of any termination of
an executive's employment arrangements. Details of individual termination
arrangements for the NEOs are set out below:
- -----------------------------------------------------------------------------------------------------------------------------------
UNEXPIRED TERM
EFFECTIVE DATE OF OF CONTRACT FROM
SERVICE CONTRACT NOVEMBER 30, 2006 NOTICE PERIOD COMPENSATION FOR LOSS OF OFFICE
- -----------------------------------------------------------------------------------------------------------------------------------
Micky Arison None(1) None None None
Howard S. Frank None(1) None None None
Robert H. Dickinson None(1) None None None
Pier Luigi Foschi Dec. 1, 2004 12 months 12 months 1x annual base salary and bonus
Peter G. Ratcliffe April 17, 2003(2) Term continues until 12 months 1x annual base salary and bonus
termination of contract
- -----------------------------------------------------------------------------------------------------------------------------------
- -------------
(1) Messrs. Arison, Frank and Dickinson only have Executive Long-Term
Compensation Agreements. Nothing in those agreements confers a right to be
employed by Carnival Corporation and no notice period to terminate the
agreements applies.
(2) Amended on July 19, 2004.
In accordance with U.S. practice, Mr. Arison, Mr. Frank and Mr. Dickinson have
no employment or service contract and no entitlement to severance except for
retention of unvested options and restricted share awards. Only Mr. Foschi and
Mr. Ratcliffe have employment agreements or service contracts. In line with
U.S. practice, the annual bonus forms part of the severance for Mr. Ratcliffe
and Mr. Foschi.
Vesting of share options, restricted share awards and restricted share unit
awards on termination of a NEOs contract is dependent upon the reasons the
contract is terminated. Under the PLC Share Plan and 2002 Stock Plan, all share
options and share awards, not vested at the time of termination, will lapse
with the exception of retirement. In the case of retirement, depending on the
director's years of service and age, the options will vest according to the
vesting schedule. In the case of the Deferred Bonus Plan, share awards are
generally subject to the provisions of the plan until the end of the retention
period. However, upon resignation, all share awards will lapse. Share awards
51
granted within 12 months immediately prior to termination are exercisable
within three months from termination. The aforementioned applies unless the
Compensation Committees determine otherwise.
If Mr. Ratcliffe's employment agreement is terminated by Carnival plc without
"cause" or is terminated by Mr. Ratcliffe with "good reason" (as such terms are
defined in the employment agreement), Mr. Ratcliffe is entitled to compensation
of base salary, a bonus equal to the bonus paid the year prior to termination
and certain other benefits unless Mr. Ratcliffe becomes eligible for similar
benefits from another employer prior to expiration of 12 months from the date
of termination. If Mr. Ratcliffe's employment is terminated for cause, Mr.
Ratcliffe terminates the employment agreement without good reason or Mr.
Ratcliffe materially breaches the non-disclosure or intellectual property
provisions of the employment agreement, no additional compensation is due. In
the event of termination for reasons other than for cause, Mr. Ratcliffe
retains his share awards and matching awards for the full retention period,
subject to certain exceptions.
If Mr. Foschi's agreement is terminated by Costa for reasons other than Mr.
Foschi's breach of his obligations under the agreement or because Mr. Foschi is
revoked as a director of Costa for cause, or if Mr. Foschi resigns with cause
under Italian law or as a result of a change of control of Costa, Mr. Foschi is
entitled to a termination payment equal to his annual base salary, the annual
non-competition compensation specified in his agreement and a bonus equal to
the bonus paid the year prior to termination (unless in the case of a change of
control an alternative contractual arrangement is entered into with the new
controlling group).
PENSIONS
Carnival Corporation & plc operates various group pension schemes for its
executives in which the NEOs also participate. Under the Carnival plc pension
schemes, retirement benefits are based solely on base salary and no other
emoluments are pensionable in line with UK best practice. Under the Carnival
Corporation schemes, cash bonuses form part of pensionable earnings in addition
to base salary.
Mr. Arison, Mr. Dickinson and Mr. Frank participate in the Carnival Corporation
Nonqualified Retirement Plan for Highly Compensated Employees as disclosed
under the section entitled "Defined Benefit and Other Plans" in the proxy
statement. Messrs. Dickinson and Frank also participate in the Carnival
Corporation Supplemental Executive Retirement Plan as also described under that
section. Each of the Carnival Corporation Nonqualified Retirement Plan for
Highly Compensated Employees and the Carnival Corporation Supplemental
Executive Retirement Plan provides a reduced early retirement benefit at age 55
after completion of 15 years of service. Carnival Corporation has also
established the Carnival Corporation Fun Ship Nonqualified Savings Plan, which
is a nonqualified defined contribution plan. Mr. Dickinson and Mr. Frank pay
certain deferred bonus amounts into the Carnival Corporation Fun Ship
Nonqualified Savings Plan. No company contributions are made on their behalf
into this plan.
Mr. Ratcliffe is entitled to receive retirement benefits from the P&O Princess
Cruises Pension Scheme, a UK Inland Revenue registered defined benefit scheme,
future accrual of which ceased effective April 5, 2006. He also receives
retirement benefits under the Princess Cruises Chief Executive Officer
Supplemental Executive Retirement Plan, a U.S. unfunded plan, under which Mr.
Ratcliffe receives the same retirement benefits he would have received under
the P&O Princess Cruises Pension Scheme had his benefits continued to accrue.
Any payments under this plan are reduced by payments received under the P&O
Princess Cruises Pension Scheme. These benefits include a pre-retirement death
benefit. Upon reaching the age of 60, Mr. Ratcliffe is eligible to receive
unreduced benefits commencing at retirement. The benefit will be actuarially
reduced if retirement occurs prior to age 60. Mr. Ratcliffe is also a member of
the Princess Cruises Retirement Savings Plan in the U.S., which is a
defined-contribution 401(k) plan.
During 2006, new legislation relating to UK pension schemes resulted in the
Compensation Committees approving changes to the retirement benefit
arrangements for Mr. Ratcliffe. The recommended changes were developed by the
management of Carnival Corporation & plc and Princess Cruises in consultation
with their pension and tax advisors and resulted in no material change to the
retirement benefit provisions for Mr. Ratcliffe.
Mr. Foschi has no company pension arrangements with Carnival Corporation & plc.
52
IMPACT OF REGULATORY REQUIREMENTS ON COMPENSATION
In making determinations regarding executive compensation, the Compensation
Committees consider relevant issues relating to accounting treatment, tax
treatment (both company and individual) and regulatory requirements. The global
nature of Carnival Corporation & plc's operations necessarily means that
monitoring these technical issues and considering their potential impact on
appropriate design and operation of executive remuneration programs is
increasingly a complex exercise. Technical issues are evaluated along with
Carnival Corporation & plc's philosophy and objectives for executive
compensation and its corporate governance principles.
CONCLUSION
The Compensation Committees believe that the compensation levels for 2006 for
the NEOs are reasonable and appropriate given Carnival Corporation & plc's
philosophy and objectives. The compensation opportunities and program design
have resulted in successful attraction and retention of executives who have
delivered outstanding financial performance results and shareholder returns
over a sustained period. The variable compensation elements also incorporate
into the overall remuneration program performance results over both the
short-term and long-term.
THE COMPENSATION COMMITTEE THE COMPENSATION COMMITTEE
OF CARNIVAL CORPORATION OF CARNIVAL PLC
- ------------------------------------------------------------------------------
Arnold W. Donald, Chairman Arnold W. Donald, Chairman
Richard J. Glasier Richard J. Glasier
Baroness Hogg Baroness Hogg
53
STOCK PERFORMANCE GRAPHS
CARNIVAL CORPORATION
The following graph compares the Price Performance of $100 if invested in
Carnival Corporation common stock with the Price Performance of $100 if
invested in each of the S&P 500 Index, the Dow Jones U.S. Travel and Leisure
Index (the "Dow Jones Index") and the FTSE 100 Index. The Price Performance, as
used in the Performance Graph, is calculated by assuming $100 is invested at
the beginning of the period in Carnival Corporation common stock at a price
equal to the market value. At the end of each fiscal year the total value of
the investment is computed by taking the number of shares owned, assuming
Carnival Corporation dividends are reinvested on an annual basis, multiplied by
the market price of the shares at the end of each fiscal year.
[LINE CHART OMITTED]
2001 2002 2003 2004 2005 2006
---- ---- ---- ---- ---- ----
Carnival Corporation Common Stock $100 $109 $139 $212 $222 $204
Dow Jones Index $100 $ 90 $122 $145 $156 $176
S&P 500 Index $100 $ 83 $ 96 $108 $118 $134
FTSE 100 Index $100 $ 80 $ 83 $ 90 $104 $116
54
CARNIVAL PLC
The following graph compares the Price Performance of $100 invested in Carnival
plc ADSs, each representing one ordinary share of Carnival plc (prior to April
17, 2003 each ADS represented four ordinary shares of Carnival plc), with the
Price Performance of $100 invested in each of the S&P 500 Index, the Dow Jones
Index and the FTSE 100 Index. The Price Performance, as used in the Performance
Graph, is calculated by assuming $100 was invested at the beginning of the
period in Carnival plc ADSs. The total value of the investment at the end of
each subsequent fiscal year is computed by taking the number of ADSs owned,
assuming Carnival plc dividends are reinvested on an annual basis, multiplied
by the market price of ADSs at the end of each fiscal year.
[LINE CHART OMITTED]
2001 2002 2003 2004 2005 2006
---- ---- ---- ---- ---- ----
Carnival plc ADSs $100 $139 $193 $312 $316 $284
Dow Jones Index $100 $ 90 $122 $145 $156 $176
S&P 500 Index $100 $ 83 $ 96 $108 $118 $134
FTSE 100 Index $100 $ 80 $ 83 $ 90 $104 $116
55
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
AUDIT AND NON-AUDIT FEES
PricewaterhouseCoopers LLP were the auditors of Carnival Corporation & plc
during 2006 and 2005. Aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP for the years ended November 30, 2006 and 2005 are
set forth below:
CARNIVAL CARNIVAL
CORPORATION & PLC 2006 CORPORATION & PLC 2005
(IN MILLIONS) (IN MILLIONS)
---------------------- ----------------------
Audit Fees $4.9 $3.7
Audit-Related Fees 0.0(1) 0.0(1)
Tax Fees 0.0 0.2
All Other Fees 0.0(1) 0.1
Total $4.9 $4.0
- -----------
(1) Less than $50,000.
AUDIT FEES for 2006 and 2005 were for professional services rendered for the
audits of the Carnival Corporation & plc joint Annual Report on Form 10-K,
including our consolidated financial statements, quarterly reviews of our joint
Quarterly Reports on Form 10-Q, the audits of the Carnival plc IFRS annual
consolidated financial statements, consents, opinions on management's
assessment of our effectiveness of internal control over financial reporting in
connection with our compliance with Section 404 of the Sarbanes-Oxley Act of
2002, comfort letters, registration statements, statutory audits of various
international subsidiaries and other agreed upon procedures.
AUDIT-RELATED FEES for 2006 and 2005 were mostly for employee benefit plan
audits.
TAX FEES for 2005 were for services related to tax compliance and tax planning.
ALL OTHER FEES for 2006 were primarily for Immigration and Naturalization
Service certifications and license fees for internal audit software. Fees for
2005 were primarily for actuarial services and employee benefit plan consulting
and Immigration and Naturalization Service certifications.
All of the services described above were approved by the Audit Committees, and
in doing so, the Audit Committees did not rely on the DE MINIMIS exception set
forth in Rule 2-01(c)(7)(i)(C) under Regulation S-X.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
In December 2003, the Audit Committees adopted Key Policies and Procedures
which address, among other matters, pre-approval of audit and permissible
non-audit services provided by the independent registered certified public
accounting firm. The Key Policies and Procedures require that all services to
be provided by the independent registered certified public accounting firm must
be approved by the Audit Committees prior to the performance of such services.
The Audit Committees consider whether the services requested are consistent
with the rules of the U.S. Securities and Exchange Commission on auditor
independence.
56
REPORT OF THE AUDIT COMMITTEES
Carnival Corporation and Carnival plc are two separate legal entities and,
therefore, each has a separate board of directors, each of which in turn has
its own Audit Committee. In accordance with their charter, each Audit Committee
assists the relevant board of directors in carrying out its oversight of:
o the integrity of the relevant financial statements;
o the company's compliance with legal and regulatory requirements;
o the auditors' qualifications and independence; and
o the performance of the company's internal audit functions and independent
auditors.
Both Audit Committees are subject to the audit committee independence
requirements under the corporate governance standards of the NYSE and relevant
U.S. Securities and Exchange Commission rules, and the Audit Committee of
Carnival plc is also subject to the requirements of the UK Combined Code. The
two Audit Committees have identical members and each currently consists of four
independent (as defined by the listing standards of the NYSE currently in
effect and the UK Combined Code), non-employee directors. Each board of
directors has determined that Richard J. Glasier is both "independent" and an
"audit committee financial expert," as defined by SEC rules. In addition, the
board of Carnival plc has determined that Richard J. Glasier has "recent and
relevant financial experience" for purposes of the UK Combined Code.
Management has primary responsibility for Carnival Corporation & plc's
financial reporting process, including its system of internal control, and for
the preparation of consolidated financial statements. Carnival Corporation &
plc's independent auditors are responsible for performing an independent audit
of those financial statements and expressing an opinion on the conformity of
those financial statements with U.S. generally accepted accounting principles.
The Audit Committees are responsible for monitoring and overseeing the
financial reporting process and the preparation of consolidated financial
statements and for supervising the relationship between Carnival Corporation &
plc and its independent auditors, as well as reviewing the group's systems of
internal controls and compliance with the group Code of Business Conduct and
Ethics. The Audit Committees have met and held discussions with management of
Carnival Corporation & plc and the independent auditors. In this context,
management represented to the Audit Committees that Carnival Corporation &
plc's consolidated financial statements were prepared in accordance with U.S.
generally accepted accounting principles.
The Audit Committees (i) reviewed and discussed Carnival Corporation & plc's
audited consolidated financial statements for the year ended November 30, 2006
with Carnival Corporation & plc's management and with Carnival Corporation &
plc's independent auditors; (ii) discussed with Carnival Corporation & plc's
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61; and (iii) received the written disclosures and the
letter from Carnival Corporation & plc's independent accountants required by
Independence Standards Board Statement No. 1 (Independence Discussions with
Audit Committees) and discussed with Carnival Corporation & plc's independent
auditors the independent auditors' independence. The Audit Committees also
considered whether the provision to the relevant entity by the independent
auditors of non-audit services was compatible with maintaining the independence
of the independent auditors. Based on the reviews and discussions described
above, the Audit Committees recommended to the boards of directors that the
audited consolidated financial statements of Carnival Corporation & plc be
included in Carnival Corporation & plc's Annual Report on Form 10-K for the
year ended November 30, 2006 for filing with the U.S. Securities and Exchange
Commission.
---------------------------- ----------------------------
THE AUDIT COMMITTEE THE AUDIT COMMITTEE
OF CARNIVAL CORPORATION OF CARNIVAL PLC
---------------------------- ----------------------------
Richard J. Glasier, Chairman Richard J. Glasier, Chairman
Richard G. Capen, Jr. Richard G. Capen, Jr.
Modesto A. Maidique Modesto A. Maidique
Stuart Subotnick Stuart Subotnick
Laura Weil Laura Weil
57
TRANSACTIONS OF MANAGEMENT AND DIRECTORS
TRANSACTIONS WITH MICKY ARISON. Micky Arison, our Chairman and Chief Executive
Officer is also the Chairman, President and the indirect sole shareholder of
FBA II, Inc., the sole general partner of Miami Heat Limited Partnership
("MHLP"), the owner of the Miami Heat, a professional basketball team. He is
also the indirect sole shareholder of Basketball Properties, Inc., the sole
general partner of Basketball Properties, Ltd. ("BPL"), the manager and
operator of AmericanAirlines Arena. Pursuant to a five-year advertising and
promotion agreement between Carnival Cruise Lines, MHLP and BPL effective July
2004, Carnival Cruise Lines paid an aggregate of $248,700 in fiscal 2006 for
the advertising and promotion of Carnival Cruise Lines during Miami Heat games
and other events held at the AmericanAirlines Arena, located in Miami, Florida.
In addition, in October 2004 Carnival Corporation entered into a seven-year
agreement with BPL for the use of six courtside lounge seats at the Miami Heat
games played at the AmericanAirlines Arena and other public events at the
arena. Under the agreement, Carnival Corporation agreed to pay $180,000 per
year for the first five years, plus taxes, subject to a 5% increase in years
six and seven.
TRANSACTIONS WITH THE TED ARISON FAMILY FOUNDATION USA, INC. Shari Arison
(Micky Arison's sister) is the Chairman of the Board of Trustees and President
of the Ted Arison Family Foundation USA, Inc. (the "Foundation"), a charitable
foundation established by Carnival Corporation's founder, Ted Arison. Carnival
Corporation leases approximately 100 square feet of office space to the
Foundation and employs one of its employees. During fiscal 2006, Carnival
Corporation received approximately $132,000 from the Foundation for both lease
payments and for all costs incurred by Carnival Corporation related to this
employee. It is expected that Carnival Corporation will continue these
arrangements with the Foundation in the future.
REGISTRATION RIGHTS. Pursuant to a letter agreement (the "Trust Registration
Rights Agreement") dated July 11, 1989, Carnival Corporation granted to the Ted
Arison Irrevocable Trust (the "Irrevocable Trust") and the Arison Children's
Irrevocable Trust (the "Children's Trust," and together with the Irrevocable
Trust, the "Trusts") certain registration rights with respect to certain shares
of Carnival Corporation common stock held for investment by the Trusts (the
"Shares"). The beneficiaries of the Trusts included the children of Ted Arison,
including Micky Arison, our Chairman of the boards and Chief Executive Officer,
and Shari Arison, a major shareholder. Effective December 26, 1991, the
Children's Trust was divided into three separate continued trusts, including
continued trusts for Micky Arison, Shari Arison and Michael Arison.
Under the Trust Registration Rights Agreement, Carnival Corporation has granted
the Trusts demand and piggyback registration rights. Carnival Corporation is
not required to effect any demand registration unless all of the Shares owned
by either of the Trusts are included in the demand. Carnival Corporation has
agreed to bear all expenses relating to such demand and piggyback
registrations, except for fees and disbursements of counsel for the Trusts,
selling costs, underwriting discounts and applicable filing fees.
Under a registration rights agreement dated June 14, 1991, as amended by an
amendment dated July 31, 1991 and a succession agreement dated May 28, 2002
(together, the "Arison Registration Rights Agreement"), Carnival Corporation
granted certain registration rights to Ted Arison with respect to certain
shares of common stock beneficially owned by him (the "Arison Shares") in
consideration for $10,000. The registration rights were held by the Estate of
Ted Arison. The Estate of Ted Arison subsequently transferred the Arison Shares
to the Nickel 1997 Irrevocable Trust (formerly known as The 1997 Irrevocable
Trust of Micky Arison), the Artsfare 1992 Irrevocable Trust (formerly known as
the Ted Arison 1992 Irrevocable Trust for Lin No. 2) and the Eternity Four
Trust (formerly known as the Ted Arison 1994 Irrevocable Trust for Shari No. 1)
(collectively, the "Family Trusts"). The Arison Registration Rights Agreement
provides the Family Trusts and certain transferees with demand and piggyback
registration rights. Carnival Corporation has agreed to bear all expenses
relating to such demand and piggyback registrations, except for fees and
disbursements of counsel for the Family Trusts, selling costs, underwriting
discounts and applicable filing fees.
At the request of the Family Trusts and certain of their transferees, we filed
a shelf registration statement in March 2006. These shareholders requested the
registration statement for financial, estate and tax planning purposes. In
accordance with the Arison Registration Rights Agreement, we were required to
bear certain expenses totaling approximately $110,000 in connection with the
filing of the registration statement.
58
AGREEMENTS WITH KIRK LANTERMAN. In 1999 and years prior thereto, Mr. Lanterman
deferred receipt of a portion of his annual bonus. In exchange, Carnival
Corporation and Mr. Lanterman entered into a Retirement and Consulting
Agreement, which provides that Carnival Corporation will pay him the deferred
bonus amounts plus interest in monthly installments over the 15 years following
his retirement. During fiscal 2006, Carnival Corporation paid Mr. Lanterman
approximately $2 million under the terms of his Retirement and Consulting
Agreement.
In November 2004, HAL entered into Consulting Agreement (the "Consulting
Agreement") with Mr. Lanterman. The Consulting Agreement expired in accordance
with its terms on November 30, 2006. During the term of the Consulting
Agreement, Mr. Lanterman provided such consulting services and other assistance
as required by HAL's President on strategic, financial and historical analyses
and other various services as specified by HAL's President, up to a maximum of
1,000 hours annually. The Consulting Agreement contains confidentiality and
indemnification provisions. HAL has indemnified Mr. Lanterman from any losses
arising from his provision of the consulting services subject to the Consulting
Agreement, subject to customary exceptions. During fiscal 2006, Mr. Lanterman
received compensation of approximately $788,000 under the terms of the
Consulting Agreement. He did not participate in any incentive compensation
plans offered by HAL or any affiliate of HAL, but was eligible for medical and
dental insurance and certain other benefits.
BROTHER OF ROBERT H. DICKINSON. Carnival Cruise Lines entered into an agreement
with Waste Management National Services, Inc. ("WMNS") for the analytical,
management, collection, transportation, disposal and recycling services for
certain wastes generated or accumulated by its vessels in U.S. and foreign
ports. We have been advised that John Dickinson, the brother of Robert H.
Dickinson (President and Chief Executive Officer of Carnival Cruise Lines and a
member of our boards of directors), served as a consultant to WMNS in
connection with the negotiation of this agreement and receives fees based on
Carnival Cruise Lines' usage of WMNS under the agreement. During fiscal 2006,
Carnival Cruise Lines paid approximately $3.3 million to WMNS for their
services. John Dickinson advised us that he received approximately $37,000
during fiscal 2006 from WMNS.
SON OF PIER LUIGI FOSCHI. The son of Pier Luigi Foschi, one of our executive
officers and a director, is a minority partner in Studio Biscozzi-Nobili, an
Italian tax consulting firm, which is retained from time to time to provide tax
advice to Costa, one of Carnival plc's subsidiaries. During fiscal 2006, Costa
paid approximately $120,000 to Studio Biscozzi-Nobili for providing such
services to Costa.
TRANSACTIONS WITH AFFILIATED ENTITIES. Carnival Corporation & plc has adopted a
policy of dealing with affiliated entities on an arm's-length basis and
Carnival Corporation & plc may not engage in business transactions with any
affiliate on terms and conditions less favorable to Carnival Corporation & plc
than terms and conditions available at the time for comparable transactions
with unaffiliated persons. All contracts between us and an entity in which a
director or senior employee of Carnival Corporation & plc has an interest must
be approved by disinterested members of the boards of directors.
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